DARK ANGEL #120 - "AND JESUS BROUGHT A CASSEROLE"
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           (The opening scene continues on from the last episode, "Meow". There is a shot of the pole that is
           located in the center of the holding facility. The camera shoots from the top of the pole to the bottom,
           where we see Lydecker standing with his Manticore soldiers around him. Max is still holding on to
           Tinga. Logan is sitting in front of his computers at his apartment.)

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

           (The screen shows Max hugging Tinga and crying. The Manticore men have their weapons pointing at
           Max. Lydecker has a distraught look on his face.)

           LOGAN (scratchy): Max!

           LYDECKER ( Sighing )

           (Lydecker touches his forehead with his left hand.)

           MAX: Tinga.

           LYDECKER: Max.

           (Lydecker takes a step forward.)

           MAX ( Screams )

           (Max leaps towards Lydecker with anger. The Manticore soldiers shoot with their tasers. They all hit her
           on target. Max stops midway in the air, and falls to the ground. She is shaking like she is having
           seizures. Then she stops and is out like a light. Lydecker looks at her. Meanwhile, there is a soldier
           outside the facility talking to a walkie-talkie.)

           OFFICER: Lydecker was tracking x5-452. Apprehended her inside the facility. We're getting him and
           his men out of there right now.

           (Madame X is talking to the walkie-talkie in her office.)

           MADAME X: Take custody of the x5 and place Colonel Lydecker under arrest.

           OFFICER: Say again your orders, ma'am?

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

           (The officer goes into the facility with two older soldiers. Lydecker turns around.)

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

           LYDECKER: You heard him, men.

           (Lydecker's men leave.)

           LYDECKER: Kalins, O'Neill, hang back.

           OFFICER: This way, sir.

           (Lydecker turns around with a gun in hand. He shoots the officer and the two men with him.)

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

           TAC OP KALINS: We're with you, sir.

           LYDECKER ( Sighs )

           (Manticore hummer is driving away from the facility, right pass the special ops outside. Inside the
           hummer, Tac op Kalins is talking to Lydecker.)

           TAC OP KALINS: Where to, sir?

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

           (Lydecker turns around to look at the back of the hummer. Max is lying there.)

           LYDECKER: And keep her sedated.

           (Madame X is in her office, debriefing with Brin.)

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

           (Brin has a some-what sad look on her face.)

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

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

           (Soldier comes into the office.)

           SOLDIER: We lost him.

           MADAME X: What?

           SOLDIER: Colonel Lydecker fled the scene before we could arrest him. He took the x5 with him.

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

           SOLDIER: Yes, ma'am.

           MADAME X: Find them.

           (Soldier leaves the room. Madame X is typing on the computer.)

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

           BRIN: What are my orders with regard to x5-452?

           MADAME X: Bring her in alive.

           BRIN: And Colonel Lydecker?

           MADAME X: You are authorized to terminate.

           (In Logan's apartment, Zack is getting bandages and stuff for his wound.)

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

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

           ZACK: I tried. I couldn't get to her.

           (Zack's hands area all covered in blood.)

           LOGAN: We shouldn't have gone in.

           ZACK: We didn't have a choice--they had Tinga.

           LOGAN: And now Lydecker has Max.

           (Zack cleans his bloody wound.)

           LOGAN: We've got to find her.

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

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

           (There camera points to a shot of a motel sign. The sign is a pair of big lips with the words: YUM YUM
           TREE MOTEL [weekly rates] written on it with neon lights. Inside the motel, Lydecker is talking to the
           motel clerk and giving him money.)

           LYDECKER: You understand my instructions now?

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

           LYDECKER: No maid service.

           (Lydecker puts down a bill.)

           LYDECKER: No wake-up call.

           (Lydecker puts down another bill.)

           LYDECKER: No mints on the pillow.

           (Lydecker puts down another bill.)

           MOTEL CLERK: No worries.

           (The motel clerk takes the money.)

           MOTEL CLERK: We pride ourselves as much on our discretion as we do on our lack of amenities.

           (The motel clerk takes out a set of keys. He sees through the window that outside, Lydecker's two men
           are carrying Max out of the hummer. Lydecker turns around to see what is happening.)

           LYDECKER: My niece has a drinking problem.

           (Lydecker takes out another bill and places it on the counter. The motel clerk gives the keys to
           Lydecker. Lydecker takes them and leaves.)

           MOTEL CLERK: Enjoy your stay.

           (Madame X talking to a man in the elevator as she step out and goes to her office.)

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

           ( Phone ringing )

           MADAME X: Yes?

           (Lydecker is talking to Madame X from outside the motel on a cell phone.)

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

           MADAME X: Where are you, deck?

           LYDECKER: When they find out that you're killing x5s, the committee's going to have your ass.

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

           LYDECKER ( Chuckles quietly )

           LYDECKER: You got a real set of brass ones.

           MADAME X: There's a tracking van out there looking for you right now as we speak. That x5 is mine.

           LYDECKER: You think I'm going to let you have her?

           MADAME X: Well, what are you going to do? You're a dead man.

           ( Beep )

           (Madame X presses the button to end the phone call.)

           ( dial tone droning )

           (There is a shot of Lydecker with the phone still next to his ear.)

           ( door closes )

           (Lydecker is back inside the motel room. He throws a small paper bag on to the floor. He sits down
           on a chair next to the bed. Lydecker twists the cap off a liquor bottle.)

           LYDECKER ( sighs )

           (Max is sleeping on the bed.)

           LYDECKER ( sighs )

           (Lydecker puts the bottle close to his nose to smell. The camera turns to Max on the bed. Lydecker
           drinks the alcohol. Max is handcuffed to the bed. She is waking up and sees a drunk Lydecker sitting
           in the chair holding an empty bottle. Lydecker is trying not to fal asleep. His vision is blurry and sees
           Max on the bed like when she was younger. He is trying very hard to not be delusional. Lydecker has
           flashbacks of a younger Max at the infirmary with him sitting by her side. The flashbacks keep on
           coming from past to present as his sits and watches Max on the bed.)

           LYDECKER: It's all right. I'm not going to let anything happen to you. You remember that night I sat
           with you in the infirmary? I shouldn't have been there. I shouldn't have shown favouritism. But... you're
           special to me, Max. I hope you know that. If you knew how much I loved her, you'd understand.
           Sometimes...I wish I could take you away from all this, where they couldn't do anything to you.

           (Lydecker is having flashbacks of him talking to little Max in the infirmary.)

           LYDECKER ( As two voices ): There's no other way.

           (Back to the motel room, Lydecker takes out a gun and points it at Max.)

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

           (Max's eyes open wide up. She uses her legs to kick Lydecker down from the chair.)

           LYDECKER ( Groans )

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

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

           MAX: Had a funny way of showing it.

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

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

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

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

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

           MAX: She?

           LYDECKER: The bitch that murdered your sister.

           MAX: It really wasn't you?

           LYDECKER: Let me know when you hear them coming. You'll know before I do and remember--that
           offer still stands.

           (Lydecker holds out his gun to Max.)

           (The Animal Control van with the tracking device inside is driving around.)

           TRACKING VAN TECH: We got a hit. Grid 9802.

           SOLDIER (to walkie-talkie): Command, this is search unit alpha. Target has been located. Mobilize
           response team.

           WALKIE-TALKIE: Roger, alpha team.

           (Back inside the motel room.)

           MAX: You could let me go.

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

           (Manticore hummers have arrived. Max hears them.)

           LYDECKER: There's no use running.

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

           (The Manticore hummers are outside around the motel. Brin drags the motel clerk out.)

           BRIN: Where are they?

           MOTEL CLERK: Number 12.

           (Brin pushes the motel clerk away. She goes and kicks down the door to room number 12. Inside the
           room, there is no one.)

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

           ZACK: Syl, Krit, what do you got?

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

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

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

           (Syl throws one at Zack. Zack catches it.)

           ZACK: Nice.

           (Logan just finishes his phone call.)

           LOGAN: Thanks. That was a contact of mine. Military convoy just swooped in on some motel in
           sector eight.

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

           (The three x5s are set to leave. A Manticore hummer drives into the warehouse. The x5s have their
           weapons on the hummer. They stop when they see that Max is driving. Max gets out of the car and
           walks towards them.)

           MAX: Krit.

           (Max goes and hugs Krit.)

           MAX: Krit.

           KRIT: Hey, Maxxie.

           (Next, Max hugs Syl.)

           MAX: Syl.

           MAX (to Logan): Hey.

           LOGAN: Hey yourself.

           (Max walks back to the hummer.)

           LOGAN: How'd you know where to find us?

           MAX: Bling told me there was a party.

           (Max opens the back door of the hummer and takes Lydecker out. Lydecker is blindfolded and
           handcuffed. Max takes off the blindfold.)

           SYL: Look what the cat dragged in.

           MAX: You said you needed a few perfect soldiers--well, here we are.

           ZACK: What are you talking about?

           MAX: He's going to help us.

           KRIT: Help us what?

           MAX: Take down Manticore.

           (They all look at each other.)

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

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

           SYL: Maybe you're right. But what about him?

           ZACK: And you expect us to believe he's had an epiphany because of what happened to Tinga?

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

           KRIT: Take a number.

           MAX: Either way he's going to help us.

           LOGAN: Or double-cross you. Again.

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

           ZACK: Shut up.

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

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

           (Lydecker gets up from his chair and stands.)

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

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

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

           KRIT: It's worth a shot.

           SYL: I'm getting tired of running.

           ZACK: I don't like it.

           LYDECKER: There is no "I" in "team," Zack.

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

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

           LOGAN: Make that five.

           LYDECKER: Got it.

           SYL: Come on, you're going to draw us a map of the facility.

           (Syl grabs Lydecker.)

           (Back inside the Animal Control van.)

           TRACKING VAN TECH: Initiating sweep of sector four.

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

           ( Beep )

           TRACKING VAN TECH: We just got a hit. She's close.

           SOLDIER: Real close.

           (The soldier is looking at the monitor and turns around when he hears the door open. It's Max with Krit
           behind her.)

           MAX: Hey, boys. Looking for me?

           (Max goes in and takes them down. The screen turns black.)

           (Now the Animal Control van is inside the warehouse.)

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

           LOGAN: I'll get on it.

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

           LYDECKER: Fortunately for us, most of the X series has been deployed in various parts of the world.
           There is a contingent of conventional soldiers and a small security detail of x5s. About a dozen.

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

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

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

           (Syl throws the map of Manticore towards Lydecker.)MAX: And I've got to figure when they put out
           the hit on you, they probably yanked your clearance.

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

           ZACK: Like we're just going to let you walk out of here and drop a dime on us?

           LYDECKER: If you don't trust me...

           KRIT: That's a given.

           LYDECKER: Then one of you should come with me.

           (Max is inside a vehicle with Lydecker. They're waiting outside "THE TOP HAT XXX" strip
           club.)

           MAX: You sure this is the place?

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

           MAX: About last night...

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

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

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

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

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

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

           LYDECKER: No. Not a copy. More... inspired by. She was my wife. You have her eyes.

           (Lydecker turns his head to the side and looks at Max. Max grabs Lydecker by the neck.)

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

           (Lydecker nods his head. Max lets go.)

           LYDECKER: There he is.

           (Lydecker spots a man walking out from the strip club. Max holds up a gun and takes out the
           bullets. She hands it over to Lydecker.)

           MAX; I'm going to watch every move you make.

           (Lydecker grabs Jim, his friend from behind. He pushes Jim against the car.)

           JIM: Easy, easy, easy, easy, easy. Look, look, look. I'm unarmed, Deck.

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

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

           (Lydecker turns Jim around and points his gun at him.)

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

           JIM: Look, look...just... just give us back the x5, all right? Turn yourself in to me. I'll protect you
           the best I can.

           LYDECKER: That's not good enough.

           JIM: I want to help you, Deck.

           LYDECKER: You may get your wish.

           (Lydecker opens the trunk of Jim's car. He knocks Jim into it. Then Lydecker takes out a
           spoon and a small container. He does something to Jim and puts the lid back on the
           container. Lydecker puts the container back in his pocket and closes the hood.)

           (Back in the warehouse, Max brings in the boxes of pizza and the x5s chow down. Over in the
           Animal Control van, Logan and Lydecker chat.)

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

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

           LYDECKER: An army marches on its stomach.

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

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

           LOGAN: You have any idea how twisted that is?

           LYDECKER: And why exactly are you here? It's... not your fight...but neither was the terrorist
           attack on the genetics conference. I remember you. It's all about her...isn't it? You're in love with
           her.

           LOGAN: Can I have a screwdriver, please?

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

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

           (Lydecker gets out of the Animal Control van to talk to the x5s.)

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

           ZACK: Hang on, there's something we need to know.

           KRIT: Who murdered our sister?

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

           MAX: Why'd she do it?

           LYDECKER: I don't know.

           ( Bird cawing )

           (A black crow lands on a beam at the top of the warehouse. All the x5s truns around to see
           the crow. The x5s have flashbacks of their time at Manticore when they were hunting in the
           woods. Crows were flying around and cawing. One of the x5s had tried to shoot the crow,
           but ended up hitting a fellow x5. The crow sits on a branch as he watches the x5s gather
           around the dead body. It caws and the x5s turn around to look at it. The flashbook ends. The
           crow is still cawing in the warehouse. Zack takes a shot at it, but misses. The bird flies away
           and the x5s turn around to face Lydecker again. Max walks towards Logan.)

           MAX: I need some fresh air.

           (Logan and Max leave. The scene moves to the top of the Space Needle. Logan is sitting.
           Max is standing.)

           MAX: You okay?

           LOGAN: Sure. This is fun.

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

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

           (Max steps back and sits down next to Logan.)

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

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

           (Max turns her head to face Logan.)

           MAX: You're my family as much as anyone only we're never going to be any kind of anything if it
           keeps on like this.

           LOGAN: I know.

           (Max turns her head back.)

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

           LOGAN: Everything's going to be all right.

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

           (The Animal Control van is near Manticore. Logan, Lydecker, Krit, Max, Syl, and Zack are
           outside the van talking about the plan. The four x5s are in camouflage gear. Zack is going
           over the map of Manticore with instructions for everyone.)

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

           LYDECKER: We'll detonate the charges from here.

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

           ZACK: We rendezvous here by 0448. Questions?

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

           LYDECKER; She'll kill you without a second thought. The sister that you knew doesn't exist
           anymore--she's dead.

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

           (Lydecker takes out a container from him pocket and puts it in Zack's hand.)

           LYDECKER: Here's your clearance to the lab.

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

           MAX (to Logan): I'd kiss you, but I have to keep my head in the game.

           LOGAN: Just come back.

           (Logan touches Max's hair and shoulder.)

           MAX: This is for Tinga.

           (The four x5s are standing on a hill looking at Manticore. The camera focuses on Syl, then
           flashbacks appear from past Manticore days. It does this for each of the x5s. Syl, Krit, Zack,
           and Max. They run down the hill and leap over the fences. Max and Zack are inside. They
           enter a hallway. There are flashbacks of the x5s marching down the same hallway. Max and
           Zack walk down the hall. They past by the surgery room. Max has a flashback of her time in
           the surgery room. Max and Zack continue to walk down the hall. There is a flashback of x5s
           running down the hall where Eva is holding a gun gets shot down by the Manticore men. As
           Max and Zack continue to walk past the room, there are flashbacks of their time spent in the
           classroom. Zack has flashbacks of the training process and being put under psychoanalysis
           when he was captured.)

           ZACK: You okay, Max?

           (Max nods her head.)

           (Logan is inside the Animal Control van looking at the monitors.)

           KRIT: You see anything south of corridor 4?

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

           KRIT: Copy that.

           (Logan watches Krit and Syl run down the corridor.)

           MAX: Logan?

           LOGAN: I got you, Max.

           (Logan is looking at the monitor of Max and Zack.)

           MAX: We good to go?

           LOGAN: You're clear.

           (Max and Zack reach the entrance to the DNA lab. Zack takes out the container from
           Lydecker and pulls down the identification cam. He takes out the eyeball from the container
           and lets the cam scan it. The eyeball is APPROVED by the computer.)

           MAX: I guess there's an "I" in "team."

           MAX (to ear com): It worked. We're in.

           (Logan listens. Max and Zack enter the lab. There are walls of glass cases, each marked with
           a barcode. Inside each case is a vile of the X's genes. In the middle of the lab, there are more
           viles. Logan and Lydecker are looking at the monitor. Max and Zack are looking at the glass
           cases. Zack finds Max's barcode and some of the other escaped x5's.)

           ZACK: Max, it's you. And me...and Brin...and Tinga.

           MAX: No. Tinga's dead. Come on.

           (Max and Zack start placing explosives around the lab.)

           (Meanwhile, inside Madame X's office, Jim is there with bandage over his left eye.)

           JIM: May I please have something for the pain?

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

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

           MADAME X: And what did you say?

           JIM: I don't remember. I lost an eye tonight.

           ( Phone rings )

           (Madame X answers the phone.)

           MADAME X: Yes?

           MADAME X (to Jim): You know, maybe all this is just a bad dream. Apparently you were just
           scanned into the DNA lab.

           MADAME X (to phone): Go to full alert. We have intruders. Stand by to mobilize the x7s.

           (Max and Zack are finished in the lab.)

           ZACK: The target is primed.

           LOGAN: Okay, get out of there.

           (Lydecker and Logan are watching the monitor.)

           ZACK: We are on the move.

           ( Alarm blaring )

           ZACK: We've got an alarm.

           (Lydecker is watching the monitor.)

           LYDECKER: Withdraw to the perimeter. Withdraw to the perimeter. We've been made. All units
           withdraw.

           KRIT: Roger that.

           MAX: Logan out.

           LYDECKER: This is not good.

           (Logan and Lydecker are looking at the monitor with kid soldiers being led out.)

           LYDECKER: Hack into the control panel at corridor seven alpha. We've got to lock down ward
           c-16.

           LOGAN: Why? What's wrong?

           LYDECKER: Must've been a last-minute change in deployment--there's still a contingent of x7s in
           the building.

           LOGAN: They're just kids.

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

           (The monitors show the x7s pounding on their door. Krit and Syl are running down a hall.
           Max and Zack are running. The x7s are trying to get the door open.)

           ( Alarm continues blaring )

           (Brin walks into Madame X's office.)

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

           (Madame X is on the computer.)

           MADAME X: Yeah, that's because they hacked a fake feed into the damn surveillance system.

           (Madame X is able to go into the video feed that was hacked. She rewinds it to the part
           where Max and Zack are in the DNA lab. She watches Max and Zack before they leave the
           lab.)

           ZACK (on video): Target is primed.

           MADAME X: God, no...get down there and disable those charges. Now!

           (Madame X angrily tells Brin to head down to the DNA lab. Meanwhile, the x7s are trying to
           use a bench to get the door open in their room. Max and Zack run pass the x7s' room. The
           x7s are successful and the door falls down. They are out.)

           (On the monitor, Logan sees that soldiers are coming down the corridor behind Krit and Syl.)

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

           LYDECKER: Take them out.

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

           LYDECKER: It's Brin. She's heading for the lab.

           MAX: Which way is she coming?

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

           MAX: I won't let her take one for good ol' Manticore. Which way?

           (Lydecker looks over at Logan.)

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

           MAX (to Zack): Go.

           (Max leaves in the opposite direction. She finds Brin and takes her down. She handcuffs a leg
           and a hand of Brin's to a cell bar.)

           MAX: Someday you'll thank me for this.

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

           MAX: No, that's us out there!

           (Max points to the outside.)

           MAX: Come with me.

           BRIN: Never.

           (Max leaves. On the monitor, Logan sees Max going out of the building. Lydecker is holding
           on to the control for the explosives.)

           LOGAN: She's clear. Detonate.

           (Lydecker looking at a monitor of the lab.)

           LOGAN: I said, she's clear.

           LOGAN: Do it now.

           (Logan points a gun at Lydecker. Lydecker looks at Logan and presses the button on the
           controller. The explosives go off. The glass case wall explodes and shatters. Fire bursts out
           of the lab door. Madame X is standing in her office. She hears the explosion. The camera
           goes back to Lydecker's face. Max is running up the hill.)

           LOGAN: Max, where are you?

           MAX: Almost home.

           LOGAN: Zack, talk to me.

           ZACK: On my way.

           (Zack is running up the hill. In the woods, Max is walking slowly. She sees an x7 ahead
           behind the bushes that looks like her when she was young. The x7 walking towards her.)

           MAX: Do you know who I am?

           (The x7 Max points a gun at Max and shoots.)

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           MAX: Do you know who I am?

           (x7 Max is about to pull the trigger. Max kicks the gun away. The two Max's fight. Max goes
           down. She gets back up again. They continue to fight. Max goes down again. She gets back
           up. The two Max's are in a fighting stance. While the two fight, Max has a few words for x7
           Max.)

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

           (Zack is coming towards them.)

           ZACK: Max!

           (Max takes down x7 Max by breaking her arm.)

           x7 MAX ( Yells )

           ZACK: Come on.

           (Krit, Max, Syl, and Zack run back to the Animal Control van.)

           ZACK: Everyone all right?

           MAX: We did it!

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

           MAX: Go!

           (The x5s slide the door close on the van.)

           (At the Crash bar, Max and Original Cindy are playing foosball.)

           ( Mellow music playing )

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

           MAX: And I kicked her ass too.

           ORIGINAL CINDY: You know what you need?

           MAX: A pitcher of beer.

           ORIGINAL CINDY: You read my mind.

           (Max and Original Cindy walk away from the foosball table. Next scene is Max pouring beer
           from a pitcher at the table where Krit and Logan are sitting.)

           KRIT: So you broke into his house?

           KRIT (to Logan): And you liked that?

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

           MAX: The black cat suit didn't hurt, either.

           (Max walks over to Sketchy and Syl with the pitcher of beer. She refills their drinks.)

           MAX: Hello, my sistah.

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

           MAX: We go way back.

           SKETCHY: What, like, high school?

           SYL: Uh, more like boarding school.

           SKETCHY: All-girl?

           (Max goes back to the bar with the empty pitcher. Herbal Thought and Zack are sitting at
           the bar and having a discussion.)

           MAX (to bartender): Hey, Harold.

           HERBAL THOUGHT: 'Tis the will of the almighty.

           ZACK: That's it. People get killed; there are homeless everywhere--it is not all good.

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

           MAX: Overstand?

           HERBAL THOUGHT & ZACK ( Both laughing )

           ZACK: I guess.

           (Herbal Thought and Zack put their fists together.)

           HERBAL THOUGHT: One love, my brother.

           (Herbal Thought leaves.)

           ZACK: Interesting friends.

           MAX: The best.

           MAX (to bartender): Can I get another pitcher and another glass of ice water for my friend?

           BARTENDER: You got it.

           (The camera shows Lydecker sitting at the end of the bar reading the Alcoholics Anonymous
           book and raising his glass. Max smiles.)

           MAX: So... it's all over.

           ZACK: No more running.

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

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

           MAX: Really?

           (Max gets her pitcher of beer and brings it to the table where Krit and Logan are.)

           MAX (to Logan): Let's get out of here.

           (The screen turns to the bedroom. There is a candle by the bed. The camera moves past three
           long candles. Max takes off her jacket. Logan and Max are kissing. Max takes off her blue
           top gently and throws it to the ground. Logan and Max continue to kiss some more. The
           camera goes away and comes back to a shot of candles all around the room near the end of
           the bed. We see Max's bare right leg sticking out from the sheets. Logan and Max are both
           naked. Logan is on top. The happy couple is kissing. Logan is kissing Max's neck and her
           eyes are closes. The shadow of a bird flies over them. Max opens her eyes and looks up to see
           the shadow flying around. Logan looks up too. He looks at his hands and sees that they are
           covered in blood. Max's hand is bleeding.)

           MAX ( Gasp )

           ( bird cawing )

           LOGAN: Max...

           MAX: What's happening?

           (The shadow of the bird flies over the screen. The screen goes back to x7 Max pointing the
           gun at Max. A shot is made. Max falls down.)

           (Logan in the Animal Control van is trying to contact Max.)

           LOGAN: Max? Max, answer me.

           (Logan takes off his headset.)

           LOGAN: Something's wrong.

           ( Gunfire )

           (Zack is shooting at x7s. He gets hit and is down. The x7s gather around him with x7 Zack
           holding a gun and x7 Max standing next to him.)

           (Logan goes through the woods and finds Max down.)

           LOGAN: Max.

           (Logan holds Max's upper body.)

           LOGAN: Max. Oh, God. Okay, it's okay. You're going to be okay.

           (Logan takes a look at Max's wound.)

           LOGAN: This isn't bad.

           MAX: Logan...

           (Max smiles.)

           LOGAN: It's okay. You're going to be all right.

           MAX: I'm sorry.

           LOGAN: No, no, no, no. No, we're going to get you out of here. Okay, it's going to be all right.

           MAX: There's something I've got to tell you. I should've said something a long time ago.

           (Max starts to cry.)

           LOGAN: It can wait.

           MAX: Logan...

           LOGAN: Max.

           (Max rolls her eyes back and closes her lids. Her head falls back a bit.)

           LOGAN: Max. Max. Max. No. Max. No.

           LOGAN ( Sobbing )

           (Lydecker finds Logan and Max. He checks Max for a pulse.)

           LYDECKER: She's gone.

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

           LYDECKER: No.

           LOGAN: They can fix her up in there.

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

           (Lydecker whacks Logan down with the handle of his firearm.)

           (Lydecker is putting Logan's body inside the Animal Control van. Krit and Syl are running
           back to the van.)

           KRIT: They got Zack.

           SYL: Max?

           LYDECKER: K.I.A. Let's move out.

           (Inside Manticore, Doctors and nurses are pushing Max into the surgery room.)

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

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

           MALE DOCTOR: Rib spreaders.

           FEMALE DOCTOR: One amp EPI given.

           (Zack is being rolled in on a stretcher.)

           ZACK (yells): Max!

           FEMALE DOCTOR: Internal paddles.

           MALE DOCTOR: Charge to 30.

           FEMALE DOCTOR: Charge.

           MALE DOCTOR: Clear.

           ( Heart beating )

           (As we hear the heart beating, the screen turns black and a series of images flash on screen.
           A shot of Max's eye opening. The black crow flying around. A shot of Logan and Max
           looking at each other. Max hugging Tinga after the glass case shatters. A shot of the Blue
           Lady (Virgin Mary). Logan and Max kissing. And then back to a black screen.)

           ( flat line tone sounding )

           (The camera is on Max at the surgery table. Zack is struggling to get off of his stretcher.
           Madame X walks in.)

           MALE DOCTOR: 30 again.

           FEMALE DOCTOR: Charge.

           (The female doctor is holding the paddles.)

           MALE DOCTOR: Clear.

           ( Heart beating )

           (With the heart beating in the background, the screen turns black again. Another set of
           images begin to flash. A shot of Max's eye. Max and Zack sitting by the fire in the cabin.
           Another shot of Max's eye. Max crying after she had just killed Ben. Max crying in the
           shower after she slept with Rafer. Young Max hiding under the frozen pond during the x5
           escape. Logan and Max dancing during the dream sequence of Blah Blah Woof Woof. And
           back to a shot of Max on the surgery bed.)

           ( flat line tone sounds )

           (The camera shows the flat line on the heart monitor.)

           MADAME X: What's her condition?

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

           MADAME X: Is there damage to any other organs?

           (The male doctor shakes his head.)

           MADAME X: Prep her for harvesting.

           ZACK: No.

           (Zack gets free from the stretcher and takes out a soldier. He takes the soldier's gun and
           grabs Madame X while pointing the gun at the doctors.)

           ZACK (to doctor): Bring her back!

           MALE DOCTOR: Her heart's too badly damaged.

           ZACK: Then transplant her.

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

           ZACK: Then you need a donor.

           (Zack points the gun at Madame X.)

           MADAME X: It won't do her any good. She's an x5. She needs an x5 heart.

           (Zack pushes Madame X away and goes next to Max.)

           ZACK: Fight them, Maxxie. Promise me you'll fight them.

           (The whole medical team is watching Zack. Madame X is also watching. Zack stands up and
           points the gun to his head.)

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

           (Madame X is watching in shock.)

           ( Gunshot )

           (Zack falls on top of Max.)

           (The scene fades away to a black screen.)

           ( beeping )

           (A graph appears on the black screen. The camera moves to Max, who is starting to wake up
           and trying to move.)

           MADAME X: Careful. You'll pull a stitch.

           (Max is inside a room in Manticore with medical machines around her.)

           MAX: Where am I?

           MADAME X: I think you know.

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

           (Madame X puts a stethoscope over Max's chest.)

           ( Heart beating )

           MADAME X: Listen to that. That's strong, isn't it? That is the heart of a soldier.

           (The camera focuses on the heat moniter.)

           MADAME X: A leader. A martyr.

           ( Heart beating )

           MAX: Turn it off.

           (Madame X turns up the volume.)

           MADAME X: He was quite a man, your brother, Zack. He must've loved you very much...

           ( heart beating )

           MADAME X: ...to make this sacrifice.

           MAX: Turn it off!

           MADAME X: But isn't it comforting to know that a part of him lives on in you? And that you've
           both come home to us? To me?

           ( Heartbeat continues )

           (Madame X leaves the room. There is an overhead shot of Max's head upside-down. The
           camera zooms in on Max's right eye and enters the pupil. The screen goes black and the
           camera zooms back out to the top of the Space Needle. Logan is sitting on top of the Space
           Needle and reflecting.)

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