The episode begins with scenes from the last episode.

ABANDONED BUILDING

Max is squatting down outside an abandoned building trying to see anything funny going on when White walks out of the building and gets into a range rover. The vehicle leaves the building as Max gets on her bike and heads back to town but unbeknownst to her, a figure watches her leave through a roof top window.

OPENING CREDITS

LOGAN'S

Max walks in and sees Lydecker and Bling sitting down discussing something. Max pulls up a chair and looks at them.

Max: "I think I found where they might be holding Logan. It's an abandoned building about 10 miles from here. I saw White leave there this morning. Logan has to be there."

Lydecker: "You said 10 minutes from here?"

Max: "Yea. Why?"

Lydecker: "Take a look at this picture I got from Renfro's office. Tell me if its the same building you saw."

Lydecker hands her the picture and when Max sees it, she shakes her head yes before looking up at Lydecker.

Lydecker: "She had an ID card for the same building. I have a feeling something suspicious is going on there. We are going to need a lot of help on this."

Max: "I will take care of it."

Max heads for the telephone in the other room where she starts making phone calls.

LAB OFFICE

White is sitting in a lab office waiting for the doctor to come in. Finally the doctor comes in, shakes White's hand, and sits down behind the desk.

Doctor: "I am sorry that I am late. Something came up. I got the results you need, though. I don't know how accurate the tests results are but I have them here for you."

White: "What are the results you got?"

Doctor: "Her blood is just like the sample you gave me. Everything is identical except one thing. It seems she has less antidotes than you. So this means, she might have been a bigger threat than you."

White: "So you are saying she is one of us?"

Doctor: "Yes, she was."

White: "Thanks. Remember, anything for a Familiar."

Doctor: "Of course."

They shake hands as White leaves and the doctor sits back down at his desk.

LOGAN'S

Lydecker is sitting on the couch going over some things with Bling when Max comes in and sits down. Max: "Well I called some reinforcements in. They should be here in about 20 minutes."

Lydecker: "Good. I think I have a plan that will even surprise them. You will go through the main entrance. I will be at one of the windows watching and then we can station people at other stations. But the only problem is we won't have a way to communicate with each other."

Bling: "Let me take care of that. Let me call Sebastian."

Bling gets up and leaves the room as Max and Lydecker look at each other.

Max: "Why are you helping?"

Lydecker: "It's a long story. (Flashback) About 10 years ago, a young person named Ames came to work at Manticore but not for the reasons he put down. We caught him stealing some information on our genetic research. He was looking for something but never found it. Then one day, I came home and found my wife shot and killed. There was no evidence or anything, but I got this feeling that Ames had something to do with it. (Back to reality) I don't know for sure but Sandeman before left, told me Ames wasn't normal."

Max: "Who's Sandeman?"

Lydecker: "The father of all. Here take this. ( Gives her a disk) Keep this safe. If something should happen to me, protect this with you life. But if you have to, you can play with it but remember only do it on a laptop."

Max takes the disc and looks at it as Bling walks back in.

Bling: "Sebastian will be sending some stuff with Zane."

Max: "Good."

All three sit together waiting for something, but they don't know what.

ABANDONED BUILDING

White is sitting in an office where everything is dark except the light shining on White.

White: "The doctor confirmed it. She was/is one of us."

Mystery Man: "You know what that means, she could still be out there. I told the men don't leave until the job was done. We could have a civil war on our hands now."

White: "Where ever she is, she's disappeared off the face of the earth."

Mystery Man: "For now. I know X5-452 will be making a move soon, so I want to set up a little welcoming committee. Get some troops here and two of our men."

White: "Yes, sir." ( White getting up)

White leaves the room as we see a figure move close to the light turning it off, but before turning it off we see the Manticore symbol on the wrist. White moves into a room where Logan is sitting. White slowly walks toward him and whispers in his room.

White: "We are going to do this one more time. Tell us where she is and you will be set free with a new set of legs. I promise."

Logan won't say anything so White strikes him across the face. White looks at Logan again but he won't say anything so White strikes Logan again. Then again this time with a cane.

Logan: "She's in the US!!"

White: "I know that. Where?"

Just then a man comes in and holds up his hand as White stops and walks toward this man.

Man: "It's too late. We have a plan. Leave him in here and we will bring his buddy in to join him. If it works, we will have all of them soon."

White and this man leave the room as we some blood on Logan's lip.

LOGAN'S

Max introduces Zane and Brin to Bling and again to Lydecker. They all sit around a table as Zane takes out some beepers.

Zane: "These are very simple. Max, you will get the main one. You hit this button, which will go to the second person, who talks to us and see if we are ready. We will tell him yes, then he punches this button which will show up on yours as green. That means its a go. That is all that is to it."

Max: "Sounds easy enough. Go over the instructions one more time before we move. Now, Lydecker, you know more than you are letting on. Who are these people?"

Lydecker: "It's a long story. It's time to move. Let's get in the van and I will try to explain the story to you."

ABANDON BUILDING

White is walking around upstairs as he sees the men bring Logan and Markus into the floor below them while trying out the spotlight. We hear a creak and from behind we see the chair move but again can't see the person in the chair.

Mystery Man: "So she is one of us then? That means things will change around here."

White: "I know. I should have killed her when I had the chance."

Mystery Man: "My fear is that she isn't dead, just laying low. That is what I am fearing right now."

White: "Well let's finish this stuff up first, then we can deal with the other situation. Everything is ready. Our Manticore men are inside waiting and I have two of our guys waiting outside."

Mystery Man: "Good. Now all we have to do is wait."

VAN

Lydecker is driving as Max and the others listen to his story.

Lydecker: "Years ago we received information on this group that has been around for quite a long time. We didn't know how serious we could take this information until the man who created Manticore disappeared all of a sudden. He has been missing since 2 years before you guys escaped. That is all I know but I heard a rumor he was involved with this organization, then when I found Renfro's badge, some things started to make sense. I can't tell you, though."

Lydecker pulls up about one mile from the building where everyone gets out. Max hands out the beepers and goes over the instructions one more time as they all move out toward their positions. Max quickly moves to her location where she takes out the two guards that are near the gate. Max walks through looking everywhere and slowly moves forward to the door as a figure in a window looks through the binoculars.

Man: "She's here."

ABANDONED BUILDING

Max opens the door and slowly steps through hearing her footsteps on the metal floor. As she gets half way across the floor, a spotlight turns on right over her as a voice begins to speak.

Man: "Welcome X5-452. We have been expecting you. Now you have three choices for us. You only have enough time to make one. 1) You can leave now and save yourself, 2) you can save one Mr. Logan Cale (spotlight shines on him) or 3) you can save you lover, Markus (spotlight shines on him) The choice is yours."

Max takes out the beeper and hits it.

Max: "Who are you and why do you want me."

Man: "You are a special person. Now have you made your decision?"

Max hits her beeper one more time, as we go outside we see Lydecker looking at his beeper going off. He continues to stare at it as the light continues to go off as the screen fades to black.

ENDING CREDITS