Eleanor tried to pick Billy up from the cradle of plants he was lying on. She struggled to support him and found herself weak and thirsty despite all the water she had inhaled. A thought suddenly erupted in her head. No, not a thought, an urge. Eleanor struggled to place Billy back down as she upchucked on the wet tile beside him.

"Hey, are you okay?" Fred asked as he rushed to her side. He quickly scooped Billy out of the way and held back Eleanor's damp hair.

Eleanor's stomach still ached as she convulsed. When was the last time she had eaten, she thought. At the banquet Mathew held? The mere thought of that man caused the rest to come out… just what she needed. But while her stomach straightened out her head began throbbing. She remembered a man in a metallic suit holding her small hand. She remembered puncturing a corpse with a long needle and drinking the contents her tool had collected. Tears filled to her eyes. She saw the man she had been looking for yet did not know it. She saw her father, Delta, his grotesque and yet handsome face lying on the floor in a pool of his own blood.

"Father," she whispered. She had said it so quietly that she herself did not even know she had said it.

"What did you say?" asked Fred.

Eleanor head snapped in Fred's direction it kind of surprised him. "Fred, was I a- a little sister? Did I have a Fa… Big Daddy?"

Fred's and Stanley's mouths fell agape. Either Eleanor had connected the pieces or her memory was finally complete. Both knew there was no denying her the truth anymore.

"Yes you did but…," Fred began but Stanley placed his hand of Fred's shoulder to stop him.

"Let me tell her."

Fred lowered his head then shrugged. He proceeded to pick up Billy and sat down on the stairs a couple feet away.

"When… when I kidnapped you, when you were little, I couldn't just do away with you. I was a coward. I had heard of the little sister program. No questions asked and a fair amount of cash to boot. And I just want you to know that I have regretted it ever since… So now you know. Do you still hate me?" Stanley hung his head in shame and regret expecting Eleanor's rebuke.

Eleanor was about to console poor, poor Stanley when several tremors shook the ground. She struggled to her feet only to fall against a pillar. Through the continued tremors Fred rushed over to Stanley and handed the still boy.

Suddenly a chunk of rock shot out from the wall and hit the Circus of Value vendor causing it to explode. A drawn out lull enveloped the room. Everything was silent except for the burning vendor and the dying laughter coming from within. Stanley's synapses began firing and he blinking through the settling dust. He walked over to the section of wall that had been broken and saw a giant torpedo-shaped coffin protruding from the hole. As he continued his inquiry, Eleanor joined on the left with Fred in the middle.

"What do you think it is?"

Fred snorted. "It's a dud, that's what it is. If it isn't going to explode after hitting wall then i don't think we have to worry about it."

Stanley readjusted Billy in his arms. "Hey guys… Does it look like a coffin to you?"

"A coffin! Don't be absurd. Why would anybody put a…"

A seam cut down the middle of the silver torpedo became visible. Then two doors split open allowing light to shine inside.

"… corpse," Fred stuttered.

The female body almost looked like a statue made out of limestone. The face held no expression and seemed peaceful. No signs of rot or decay could be seen or smelled. Eleanor saw the hands, folded across the chest, holding something. She lifted one of the arms to see a hook tightly gripped in it.

"It's a spider splicer!" Eleanor yelled as the corpse began to move.

The female splicer jumped to her feet and swung her arms outward knocking back Stanley and Eleanor. Fred dodged backward and fell on his back. The spider splicer said noting and threw one of her hooks at Fred. He rolled sideways but not before feeling the hook add a permanent scar to his cheek.

Fred scrambled to his feet pulled out his revolver and fired. The splicer dodged right and leapt onto the wall then the ceiling. Fred fired and fired again. His fifth shot hit the splicer in the leg causing her to silently fall. Fred breathed heavily and felt the part of his face that was bleeding.

Keeping his gun pointed at the white heap, Fred cautiously approached the downed splicer. He was about to pull the trigger when the splicer's feet came up and gripped the gun. Fred tried to pull the trigger but the woman's feet had locked the barrel. Suddenly the gun was kicked out of his hand and he felt a foot jack him in the ribs. As he doubled over the splicer arose to finish him off.

On Eleanor's end, she watched in dread as the spider splicer's hook slice in the path of her friend. Her arms reached out to grab the fiend with telekinesis, freeze her with ice blast, even blast the bitch away with cyclone trap but… her fingers remained powerless as her head swam.

(Bang)

Stanley had been watching the whole seen helplessly on the sidelines almost crushing Billy to his chest. The Boy tried to struggle but the man was not paying attention to him. But when the shot echoed throughout the massive room Billy and Stanley focused on the smoke rising from the barrel partially hidden at the top of the stairs. The person holding the rifle got up and walked down the stairs. When she took off her goggles, Stanley stared that the eyes that had saved his ass more times than he had fingers to count on. All eleven of them or was it ten?

"M-Max!" he cried out.

Fred stared at Stanley then at Max. This was Max, he thought. Fred wasted no time and dusted himself off and walked up to shake the man's hand. "Thanks for savvvve." Fred stopped dead in his tracks as Max took off his Leather helmet allowing her brunette hair to fall just past her shoulders.

"Well you sure took your sweet time," Max replied with a grin. "I was told that you'd arrive thirty minutes ago. And why didn't you radio me like you promised. I thought the worst had happened until Dr. Gil said you'd be arriving today and I almost thought he was joking. But then the place went crazy. You didn't piss another big daddy did you cause that would suck. Have you been eating well?"

With Billy still in his hands, Stanley rushed past Fred and one-arm hugged Max. The woman faltered for a moment to return his embrace.

Eleanor was the first to see it and frowned but kept her opinion to herself.

"Eleanor, Fred," said Stanley, "this is my g-er best friend…"

"Max!" Fred exclaimed. "Stanley told us about you but he failed to mention you were a woman." He strode up to Max and kissed her hand. "Or your looks." Fred felt a hand swat the back of his head and he turned to see Eleanor annoyed. "What?"

"You must be Eleanor Lamb," Max stated with a slightly irked face. "Stanley told me about what happened to you. It was actually I that kicked his ass onto the sub-tramcar." Max suddenly jabbed her finger into Stanley's chest causing him to almost drop Billy. "And you! You didn't answer my question and did you apologize for your horrid misdeeds?"

"Yes," Stanley replied feeling the jab inwardly as well as physically.

"On your hands and knees?"

"Yes!"

Before the shouting could continue Eleanor decided to step in between. "It is okay, really. He apologized the moment he saw me and I forgave him. He had been through a lot for my sake."

Max stared at Eleanor with a look of annoyance and something else. Max stepped past Eleanor and knelt beside the dead spider splicer. The woman lifted up a section of the splicer's white skirt and tore off something strapped to its leg. Max tossed the object to Fred.

"A two way radio?" he aksed.

"Yep. They like all have one," replied Max smirking. "You must be real brave to piss them off."

"Well I've had more than my fair share of their kind to deal with. Annoyingly fast little bastards though."

Max giggled and lightly punched Fred in the arm while Stanley looked on with a sour look.

"Fine," Max declared turning her back to the group. "I will take you to Dr. Alexander… don't lag behind or next time I won't be there to save you from Fontaine Futuristic's new inhabitants."

Eleanor followed close behind Max followed by Fred, with Stanley trudging glumly in the rear.