(Max's apartment in the morning. Max is putting on her jacket and getting ready for work.)

MAX: Morning.

(Max walks into the kitchen.)

ORIGINAL CINDY: Good morning.

(Original Cindy turns around with facial guck on her face.)

MAX: What the hell are you doing?

ORIGINAL CINDY: Exfoliating--deep-cleaning pores, sloughing off dead skin cells and clarifying areas of hyperpigmentation.

MAX: All before 9:00 A.M.?

ORIGINAL CINDY: You should give it a try, girl. Your face could use a little freshening.

MAX: What's wrong with my face?

ORIGINAL CINDY: Nothing except it's all clogged up and tired and dull.

MAX: It is?

ORIGINAL CINDY: We live in a dirty world, boo. It can play havoc with a girl's complexion.

MAX: Well, what's in that stuff?

(Original Cindy shows Max the ingredients that she has laid out on the kitchen counter.)

ORIGINAL CINDY: Milk, oatmeal, rosemary, hibiscus, a half an egg, some vitamin A that I caged from Normal's private stash when he wasn't looking and some horsetail, for microcirculation. I'm going to whip you up a batch so you can start the new day with your skin all hydrated and glistening.

(Original Cindy picks up the milk carton. Max takes the milk carton from Original Cindy as she spots the Missing ad on the side panel.)

(Max has a flashback of when Tinga, Zack, and her were in Portland fighting off the Manticore men.)

ZACK (in flashback): Just got a message from Tinga. Lydecker's onto her, and she isn't home.

TINGA (in flashback): You take care of yourself, baby sister.

MAX (in flashback): You, too.

(Original Cindy takes the milk carton away from Max.)

ORIGINAL CINDY: Penny Smith--is she a friend of yours?

MAX: Something like that.

(Max quickly leaves.)

(At Tinga's husband's (Charlie Smith) home, Charlie is putting shoes on Case, Charlie and Tinga's son. Next, Charlie packs Case's lunch.)

CHARLIE: One down...two down.

( Phone ringing )

CASE: Is that all to eat?

CHARLIE: Just a second.

(Charlie answer the phone.)

CHARLIE: Hello?

MAX (from pay phone): You don't know me, but I'm a friend of your wife's.

CHARLIE (to Case): Go get your books, kiddo.

CHARLIE: Do you know where she is? Is she all right?

MAX: As far as I know, yeah, but you have to stop looking for her.

CHARLIE: What?

MAX: You don't know about her past? Why she has a bar code on the back of her neck?

CHARLIE: Her tattoo...

MAX: Look, I know how this is going to sound, but your wife isn't who you think she is and her name isn't Penny. It's Tinga. She's not missing; she's in hiding.

CHARLIE: Wh-what are you...? Who is this?

MAX: People are after her--bad people. You're putting that ad out pretty much gave them directions to your house and now they're going to be after you.

CHARLIE: You think this is some kind of a joke?

MAX: Look, the phones are probably tapped. Just take your son and run, now.

CHARLIE: You shut up about my son. Don't call here again.

(Charlie ends the phone call.)

CHARLIE: You ready for school?

(Charlie picks up a framed picture of Case and Tinga. Case is finishing up a puzzle of a castle.)

CASE: Daddy, who was that?

CHARLIE: It was just a wrong number. Where's your jacket?

(Charlie helps Case put on his jacket.)

CHARLIE: Okay, come here, kiddo. All right, give me another arm. There you go.

(Charlie is looking at the castle puzzle that has many pieces.)

CHARLIE: Did Miss Forsyth help you put that together?

CASE: No. I did it.

(There is a close-up of the castle puzzle.)

CHARLIE: Sure you did. Come on.

(In the classroom at school, Case is doing work with a group of children on the carpet. The teacher goes up to Case.)

TEACHER: Case? I have a surprise for you.

(The teacher brings Case to the next room.)

TEACHER: You're doing so well in your classes from now on, you're going to have a special tutor.

(Lydecker turns around with a lollipop in one of his hands.)

LYDECKER: Hi, Case.

(Logan's apartment. Logan is working on the exoskeleton with Sebastian's help via the phone and web cam. There is a spark and the top part of the exoskeleton falls down.)

LOGAN ( Sighs )

SEBASTIAN: What happened?

LOGAN: It shorted out... again.

SEBASTIAN: Sounds like you need to replace the servocontroller.

LOGAN ( Sighs )

LOGAN: Well, I can't exactly call the Pentagon and requisition one, can I?

SEBASTIAN: You have to improvise. Maybe pull the controller from one of those robotic arms. They used to handle toxic chemicals.

LOGAN: And how much is it going to cost me to get my hands on one of those?

SEBASTIAN: Since when do you care?

LOGAN: Problems with the family business. How much?

SEBASTIAN: Eight...maybe ten grand.

LOGAN ( Exhales deeply )

LOGAN: Whatever. No guarantee I can get this contraption to work again anyway. Probably just wasting my time.

SEBASTIAN: Maybe...but on the off chance you could get back on your feet, you got something better to waste it on?

( Door slams )

MAX: Logan!

LOGAN: Uh, I'll be right there. I got to call you back.

(Logan ends the call and covers up the exoskeleton. He then rolls out to the living room area. Max is sitting on a couch.)

LOGAN: Hey. You all right?

MAX: Considering I just found out I'm an aunt. Tinga has a kid in Portland. Her husband put out a missing person's ad on her.

LOGAN: Well, he did that I got to think that means he doesn't know about her.

MAX: I tried to warn him, but he thought I was a crank and hung up on me.

LOGAN: Can't really blame him.

MAX: Guess I have to go to Portland.

LOGAN: Max...you know Lydecker's going to be all over this.

MAX: Which is why I have to get them out of there as soon as possible. Logan she's my sister. This is her family. She'd do the same for me.

LOGAN: So, when I tell you this is a bad idea a trap...?

MAX: I say, "thanks for the good advice...and can you track down an address for me?"

(Night time in Case's room. Charlie is tucking Case in bed.)

CHARLIE: Which story would you like tonight? How about Bunky's Rocket?

CASE: I want mommy's story.

CHARLIE: There's a princess in mommy's stories, right?

CASE: Uh-huh.

CHARLIE: Once upon a time, there was a princess who was born far, far away. She and all her brothers and sisters all lived together in a giant castle and they loved each other very, very much.

CASE: The castle was a bad place.

CHARLIE: That's right. There was a king, and he was evil and he tried to hurt the children. So one day...

CASE: You forgot about the lonelies in the basement.

CHARLIE: I don't think I know that part.

CASE: You didn't tell me everybody's name.

CHARLIE: The princess had a name. What was it?

CASE: Tinga.

(Charlie flashes back to the anonymous phone call he had earlier.)

MAX (in flashback): Her name isn't Penny. It's Tinga.

CHARLIE: Case?

(Case has drifted off to sleep. Max is on top of the building across the street. She is looking at the windows in Charlie's apartment.)

( Indistinct voices )

(Max looks down at the alley below and spots Manticore men and their shoes.)

MAX: These guys never learn.

(Tinga spots Max and takes out her knife. Max turns around and spots a shadow moving. She goes after it. Max is on ground level now. Tinga jumps down behind Max. Max flips Tinga in the air.)

MAX: Tinga, it's me!

(Max and Tinga go back to Tinga's hideout.)

TINGA: Did you get any recon?

MAX: Lydecker's set up on the apartment. Got people on the outside of the building. Probably on the inside, too.

(Tinga is putting her gear together.)

TINGA: Are you strapped?

MAX: I don't do guns. It'd be easier if we had a third person.

TINGA: If you're talking about Zack...forget it. I left his ass in snowy Canada.

MAX: Let me guess. Our big brother told you you were crazy for coming back here.

TINGA: Pretty much. I wish I could give Charlie...a heads-up, but I got to figure Lydecker's got the phones tapped.

MAX: We only got one shot at this. We have to get them both at the same time.

TINGA: He walks case to school every morning. We could do it there.

TINGA ( Sighs )

MAX: It's going to be okay.

TINGA: I wanted to go back for them, Max...you know, but how could I? What if I led Lydecker to them?

MAX: I know.

TINGA: I thought they would be safer this way.

MAX: You're going to be together again. I promise.

(Lydecker at his desk working. Madame X walks in.)

MADAME X: I understand there's a development in the search for x5656? A husband and child in play?

LYDECKER: I was planning on filling you in at the, uh, briefing next week.

MADAME X: Fill me in now.

LYDECKER: We're keeping our man covered 24-7. I'm personally taking point on the boy.

MADAME X: Is the child of any interest to us?

LYDECKER: He's showing signs of accelerated motor control as well as heightened spatial recognition and advanced logical thinking.

MADAME X: Really?

LYDECKER: I'm as surprised as you. We've never had those kind of results in laboratory settings.

MADAME X: Mix of x5 and human DNA has almost exclusively resulted in offspring of spectacular mediocrity.

LYDECKER: And those were the successes.

MADAME X: The father...does, uh, he have any idea what's going on?

LYDECKER: One of the others tried to warn him. X5452, I think. We traced the phone call to a pay phone in Seattle.

MADAME X: "Hello, Mr. Smith, your wife's a genetically engineered soldier escaped from a secret government lab and you're in terrible danger."

LYDECKER: He didn't believe her.

MADAME X: Nothing like having the truth work in your favor.

MADAME X ( Chuckling ): How often does that happen? The mother won't be able to stay away for long. Maternal instinct and all that. Grab them both, and take them back to Manticore. I want to meet this little boy.

(Next morning at school, Max and Tinga are checking out the area from across the street. Manticore men are everywhere in disguise.)

MAX: And those are just the ones we can see. Not a lot of cover. Looks like our best shot's the apartment.

TINGA: Tonight.

(Tinga spots Charlie and Case walking to school.)

TINGA: There they are.

MAX: He's beautiful.

TINGA: Look how much he's grown.

CHARLIE: Okay, kiddo, you going to have a good day at school today?

CASE: Uh-huh.

CHARLIE: What are you going to do today?

CASE: Play with Donald. He's my new teacher.

CHARLIE: Your new teacher?

LYDECKER: You have a very gifted son, Mr. Smith.

(Lydecker taps Charlie on the shoulder.)

TINGA: What the hell is he doing here? What is he doing with my son?

MAX: Take it easy.

CASE: Hi, Donald.

LYDECKER: Hi, Case. You ready? All right.

(Lydecker holds Case's hand and walks him into school. In the classroom, Case and Lydecker are sitting at a round table where Case is colouring. Lydecker holds up a big card with a problem puzzle on it.)

LYDECKER: Case, if these pieces were put back together which shape would they make?

(Case points to an answer on the card.)

CASE: That one.

LYDECKER: Good.

(Lydecker shows Case his sector pass.)

LYDECKER: Case, what's the number on my card?

CASE: 4-1-2-8-0-0-9-0-8-7-6-9-4-5-7-3. Can I have another lollipop?

LYDECKER: Sure.

(Lydecker gives Case a lollipop and takes one for himself. They both take the wrapper off and suck on their lollipops.)

LYDECKER; After this, would you like to go to the playground?

CASE: I like to climb the monkey bars.

LYDECKER: You know, where I live...you can climb the monkey bars all day.

CASE: You can?

LYDECKER: Mm-hmm. And you can swim and you can play and there's a forest. It's a very happy place.

CASE: Will my mommy be there?

LYDECKER: Would you like that?

(Case nods.)

LYDECKER: Then I think we can work it out.

(Back at Tinga's hideout. Max and Tinga are looking at the floor plan of the building area.)

MAX: We got guys stationed at the east and west exits, the lobby and the roof. From 0900 to 1700, two more posing as repairmen in the apartment across the street.

TINGA: What, the old plumber gag? I thought that went out with J. Edgar Hoover.

MAX: Man loves the classics.

TINGA: That's a lot of manpower, Max.

MAX: Good thing we're a lot of girl power.

TINGA: None of this would be happening if I had just told Charlie the truth.

MAX: How come you didn't?

TINGA: I sort of did...the first night we met. I had never clicked with anyone so fast before. We just stayed up all night talking. He told me everything about himself. I mean, everything. Somehow I thought maybe he could handle hearing everything about me. And then I saw that look on his face.

MAX: So you laughed it off and told him you were kidding. I've been there.

TINGA: You know, and then I told myself that if we ever got serious, I'd tell him. And then when we did, I told myself if we ever had kids...and every time I tried I'd just remember that look on his face...and I couldn't do it.

MAX: I feel you.

TINGA: You ever tell anyone?

MAX: Only 'cause they kind of figured it out on their own.

TINGA: Boyfriend?

MAX: Not exactly.

TINGA: He handled it okay?

MAX: Yeah.

TINGA: When we get them out of there tonight I'm going to tell him everything.

(Max goes and sits down next to Tinga. She puts her arm around Tinga.)

MAX: Honey, when you and me take out 20 trained operatives without breaking a sweat...I think he's going to come real on his own that there's something special about you.

(Agent Sandoval walks into Lydecker's office with a recorded message from Charlie's tapped phone.)

LYDECKER: Problem?

AGENT SANDOVAL: 10:17 this morning, Smith called his sister in Phoenix.

(Agent Sandoval plays the recording.)

CHARLIE: I'm thinking of taking some time off and bringing Case up for a visit.

SISTER: Thought you wanted to stay in Portland in case anything turned up about Penny.

CHARLIE: Uh, I really need a break. Things are a little tense right now.

LYDECKER: He's been tipped. We're bringing them in. Tonight.

AGENT SANDOVAL: Yes, sir.

LYDECKER: Have x5734 handle the transfer.

(Max and Tinga start on their plan. They tight rope across to Charlie's building from the top.)

( Large truck approaching )

(Max and Tinga look down from the building top to see what is going on. Max uses her enhanced vision to see who the people below are.)

BRIN: Alpha team, cover the exits. Bravo is in the apartment to retrieve the target. Move out. Go.

MAX: Brin.

TINGA; She's one of them now.

(Max and Tinga are inside the building now. Max puts a smoke grenade down the laundry chute. Tinga pulls the fire alarm. People start running out. Manticore men are guiding the people out. Max and Tinga take down two Manticore men. They kick down Charlie's door and Tinga enters with gun in hand.)

CASE: Mommy.

TINGA: Hi, baby.

TINGA (to Charlie): Hi.

MAX: Let's go, people.

(Tinga goes to the wall and punches a hold and takes out a gun.)

TINGA: I'll explain later.

(Max covers Case's face with a cloth.)

MAX (to Charlie): Stay close. Come on. Trust me.

(Outside the building)

( Indistinct voices )

(Manticore soldier finds the object that caused the smoke in the building.)

SOLDIER: Smoke grenade.

BRIN (to walkie-talkie): All teams, this is control. There is no fire. Repeat, there is no fire. We have unauthorized personnel in the area. Bravo team, proceed immediately to objective offspring.

(Inside the building, a Manticore soldier jumps out in front of Max and Tinga.)

SOLDIER: Freeze.

MAX: Take cover.

(Tinga shoots down the soldiers.)

TINGA: Move.

(Soldiers are coming up from both sides of the hall. Charlie, Max, and Tinga go back around the corner to hide and reload. The soldiers are shooting. More Manticore men are coming from the stairs. Zack jumps in through the window and takes down all the men in the hall with a fire arm.)

ZACK: Is this an invite only, or can anyone crash?

(The gang goes to the roof top.)

ZACK: You taking the express route?

MAX: I'll lower Charlie down, then come back the way I came.

ZACK: I'll guide you down, Max. It'll take the weight.

MAX: Come on.

TINGA (to Case): Bye, honey. Okay, you have to hold really tight to mommy now. Okay? Yeah.

MAX (to Charlie): You ever mountain climb?

CHARLIE: No.

MAX: It's easy.

MAX (to Zack): Meet you at the rendezvous point.

(Charlie, Tinga, and Zack all lower down. They get down safely. Max is about to make her move down when she spots Brin up on the roof top across from her.)

BRIN: You shouldn't have come here, Max.

MAX: What did they do to you?

BRIN: Made me better.

MAX: They brainwashed you.

BRIN: They made me remember what I am.

(Brin and Max fight. Brin is very strong. She keeps on knocking Max down. Max is laying on the roof top.)

BRIN: You're not the mission. Go. You saved my life once; now we're even. The next time I see you, little sister I'm bringing you home.

(Max leaves and Manticore soldiers come on the roof top.)

(Logan's appartment)

MAX: Had a run-in with a friend of ours on the roof tonight. Brin.

ZACK: It's on us. We promised to get her out.

LOGAN: How's the happy couple?

MAX: He'll get over it. They'll be safe together again.

ZACK: For now. Those two aren't going to do anything but slow her down and mess with her judgment. If she's smart, she'll tell him to take the kid and go. Otherwise, they're going to wind up sharing a suite back at Manticore.

MAX: You're a real family values guys, aren't you?

ZACK: Family isn't an option. Not for us.

LOGAN: You can't really blame the guy for being freaked out. Wonder why she never told him.

MAX: You make it sound easy.

LOGAN: No. If you're going to have a relationship with someone you have a right to know what you're getting into.

MAX: Only, the thing about relationships...is you never know what you're getting yourself into.

(Max is guiding Tinga to a couch for Case in Logan's apartment. Tinga puts Case down.)

MAX: Is this okay?

TINGA (to Max): Yeah.

TINGA (to Case): Shh.

CASE: Mommy, tell me a story.

TINGA: Okay, baby. What do you want to hear?

CASE: About the princess. What happened once she ran away from the castle?

TINGA: Well, she met her prince and they fell in love and they had a family.

CASE: Did they live happily ever after?

TINGA: I don't know, baby. I hope so.

(Case falls asleep. Tinga gives Case a kiss on the cheek and gets teary-eyed.)

(Logan rolls into the kitchen to find Charlie sitting in the dark.)

LOGAN: I thought I heard somebody in here.

CHARLIE: Sorry. Couldn't sleep.

LOGAN: Want a drink?

CHARLIE: Yeah.

(Logan brings a bottle of wine over to the counter.)

LOGAN: Pre-pulse. Small batch. Last bottle.

CHARLIE: Don't you want to save it for a special occasion?

LOGAN: Guest needs a drink. In the Cale family, that's occasion enough.

CHARLIE: So how long have you and Max been together?

LOGAN: Uh, we're not like that.

CHARLIE: Because of... what she is?

LOGAN: Because of a lot of things.

(Charlie and Logan both drink some wine.)

CHARLIE: When she first went missing I, uh, I couldn't deal. Almost sent Case to live with my sister in Phoenix. But I, uh, I figured it out, you know? I'm not saying it was easy. It wasn't the same without Penny. Tinga. But then, it's not the same now that she's back.

LOGAN: And it's never going to be.

CHARLIE: You know what I was thinking before you walked in? That maybe I ought to just take Case and get out of here.

LOGAN: Well, he's her son, too. You don't have the right to take him away from her.

CHARLIE: She had no right to get me into this. To get him into this.

LOGAN: Maybe not. But you're in it. And you're going to have to deal with it. And she hasn't changed. Everything else has, but she's still the same woman you fell in love with...raised a son with. Don't throw it all away just because some lunatic wants to throw her back in a cage.

( Footsteps )

(Tinga is carrying Case with Max following.)

CHARLIE: Something wrong?

TINGA: He has a fever.

MAX: Poor, baby. Oh, my God.

(Max spots a glowing spot on the back of Case's neck. A barcode is appearing.)

CHARLIE: What is it?

TINGA: What's happening? Max?

TINGA: He's burning up.

] CHARLIE: What's going on? Will someone please tell me what the hell is going on?

MAX: It's a message from Lydecker.

CHARLIE: Well, what's that supposed to mean?

MAX: Let me see.

(Max takes a look at Case's barcode.)

MAX: It's 14 digits. Manticore barcodes are only 12.

CHARLIE: This is insane. I'm taking him to the hospital.

ZACK: No, that's what Lydecker wants.

CHARLIE: Stay out of this.

TINGA: Charlie, wait.

CHARLIE: We've got to do something, Penny.

ZACK: Tinga.

CHARLIE: Listen, you son of a--

(Charlie goes to Zack. Zack grabs Charlie by the neck.)

MAX: Wait.

CHARLIE ( Choking )

MAX: That's enough.

(Max breaks Charlie from Zack.)

LOGAN: It's a phone number. My guess is, Lydecker's private line. If you give me a minute, I can scramble the signal, make it untraceable.

MAX: We need to bring down his core temperature. Fill the tub with ice.

(Madame X looking into a microscope of moving specimen.)

MADAME X: They almost look like they're alive.

LYDECKER: In a way, they almost are. They're designed to incorporate themselves in the body's cellular machinery stimulating metabolic activity and enhanced neuromuscular function.

MADAME X: And in this case, I take it that you've programmed them to do the exact opposite?

LYDECKER: Yeah.

MADAME X: I must say, I'm impressed.

( Phone rings )

LYDECKER: That'll be them.

MADAME X: Put it on speaker.

( Ringing continues )

(Lydecker puts the call on the speaker phone.)

LYDECKER: Yes?

MAX: Is this some kind of bioengineered virus?

LYDECKER: Nanotechnology.

MAX: My next guess.

LYDECKER: I'd say he has about six hours left.

MAX: You sick bastard.

LYDECKER: I don't want to see him die any more than you do.

MAX: What do you want?

LYDECKER: Tinga.

MAX: After what you did to Brin?

LYDECKER: She's quite happy where she is.

MAX: Back with the children of the damned? Forget it.

LYDECKER: It's not your decision to make. Tell your sister, I'll save her son...when she gives herself up.

MAX: We'll get back to you.

(Max hangs up.)

(At Lydecker's office)

LYDECKER: In a few hours, the convulsions will start. They'll call back.

MADAME X: You're not really going to give up the boy?

LYDECKER: You try something with these kids you'll end up with nothing. Besides, it's the mother we're interested in. From what we can tell from the child's DNA there's something about her genetic makeup that allows her to pass along traits to her offspring.

MADAME X: The goose that laid the golden egg.

LYDECKER: Once she's back...we can make a hundred more like him.

MADAME X: Your call.

(Back in Logan's apartment.)

TINGA: Make the call.

TINGA (to Charlie): He's going to be okay.

CHARLIE: I can't lose you again.

TINGA: This is the only way.

(Max walks to another part of the apartment.)

ZACK: You know Lydecker's not going to hold up his end of the deal. You can't trust him.

MAX: We have no choice.

ZACK: You go through with this and you're on your own. I won't have anything to do with him.

ZACK: Big surprise.

ZACK: She made herself vulnerable and now she's paying the price. Don't make the same mistake.

(Tear rolls down from Max's eye.)

(South Market. Max is waiting at the gate.)

( Manticore vehicles approaching )

(Lydecker gets out. Brin is behind him. Lydecker walks to the gate.)

MAX: Show me.

(Lydecker shows Max the scanner device that will cure Case. Max signals for Tinga. Tinga gets out of the vehicle. A tear rolls down from Tinga's eye.)

TINGA (to Charlie): Please don't let him forget me.

CHARLIE: I won't.

(Charlie and Tinga kiss.)

CHARLIE: I love you.

(Tinga goes to the other side of the gate.)

LYDECKER: Here.

(Lydecker gives the cure to Max.)

LYDECKER: Just put it close to his neck over the bar code.

(Max follows Lydecker's instructions. The barcode disappears.)

CASE: Daddy?

MAX: Let's go.

LYDECKER: This isn't as big a tragedy as you think it is.

MAX: Whatever you have to tell yourself.

(Charlie and Case go back inside their vehicle.)

BRIN (to walkie-talkie): Move in.

(A station wagon drives up to the vehicle on Max's side of the gate. Men get out of the station wagon. They take Charlie down and take Case away.)

LYDECKER (to walkie-talkie): Delta, this is control. What the hell is going on?

MAX: You son of a bitch!

LYDECKER: It wasn't me.

(Lydecker goes to the gate. The station wagon takes off. Max runs after it.)

( Gunfire )

(Zack comes swinging from the top of South Market, shooting and stops the station wagon. Max and Zack take out the men inside the wagon. Max safely takes Case out.)

MAX: You got a thing for dramatic entrances, huh?

ZACK: I told you he'd try to pull something.

MAX: I don't think it was Lydecker.

(Inside Brin's hummer, Tinga is in the back.)

LYDECKER (on the radio): Delta, this is control. This boy was not a target. Under whose authority do you think you're...?

(Brin turns the radio off.)

TINGA: What did you do? Where's Case?

(Brin takes out the Manticore soldiers in the hummer.)

TINGA: I knew you couldn't be one of them.

BRIN: Shut up.

(Brin punches Tinga out on the forehead.)

(Lydecker's hummer drives up to Brin's hummer, which has been knocked over on the road. Lydecker walks up to find Brin down inside the vehicle with blood from her head.)

LYDECKER: Brin.

SOLDIER: Is she alive, sir?

LYDECKER: Pulse is strong.

SOLDIER: X5656 is gone, sir.

(Lydecker's office)

LYDECKER: What the hell did you think you were going to accomplish with that little stunt?

MADAME X: I wanted a hat trick.

LYDECKER: And now we have nothing. Tinga escaped, and we lost the boy.

MADAME X: Wouldn't want anyone to accuse me of playing it safe.

LYDECKER: I'll be sure and include that in my report to the committee.

MADAME X: You do that.

(Madame X gets up and leaves.)

(Max and Zack by the water. Zack is throwing pebbles into the water.)

ZACK: If it wasn't him that double-crossed us then who?

MAX: Good question.

ZACK: Only it doesn't matter. I mean, Lydecker, someone else--what difference does it make? We've been running half our lives, Max. They just keep coming.

MAX: Taking us down one by one.

ZACK: I'm not going to let them do to Tinga what they did to Brin. We're going to get her out somehow.

(Zack goes and gives Max a hug.)

ZACK: Take care of yourself.

MAX: You, too.

(The next morning, under the bridge, Brin and Madame X meet up.)

MADAME X: Good work.

BRIN: I'm sorry we didn't get them all.

MADAME X: No, the important thing is you recovered x5656.

BRIN: May I ask when she'll be returned to Manticore?

MADAME X: In due time. Until then, operational secrecy remains in effect particularly with regard to Lydecker.

BRIN: Understood.

MADAME X: Dismissed.

( Manticore Engine starting )

(Brin leaves.)

(Logan's apartment)

LOGAN: My friends can get you over the border tonight. You should be able to get work on the east coast with these.

(Logan hands Charlie a package.)

CHARLIE: I appreciate everything you've done for us. I don't know how I can repay you.

MAX: You just take care of my nephew.

CHARLIE: You know, this whole time I've been thinking she should've told me from the start that she was... different. Truth is, I probably would've walked away.

CHARLIE ( Rueful chuckle )

CHARLIE: Would've been the biggest mistake of my life. 'Cause even after everything that's happened I wouldn't give up one minute of the time that we spent together. Not a second.

CASE: Where's mommy?

CHARLIE: Mommy had to go away.

CASE: She went back to the castle, didn't she? To fight the evil king.

MAX: I'll get her back to you, okay? I promise.

CHARLIE: Not a second.

(Charlie leaves with Case.)

(Max is standing on top of the Space Needle reflecting.)

MAX: Once upon a time, there was a princess who lived in a castle in a faraway land. One day, she and her brothers and sisters escaped the evil king who held them captive there and tried to make their way in the world. It was hard because the king never stopped looking for them.

(As we hear Max's voice, we see Madame X pulling up to the facility where Tinga is held up. Inside, there is a glass case in the middle. Tinga is in the glass case filled with lime green fluid with many tubes connected to her body.)

MAX: But the princess was lucky. She fell in love and had a family and she was very happy. But one day, the evil king and his men found her and took her away so there was no happily ever after, only the happily ever now that had been hers for a little while. And no matter what they did to the princess, nothing could ever take that away from her.