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(Episode begins where Max to the Max left off. Max is in an all white room with no windows and no doors. He hears a voice over the PA.) PIERCE: Good morning, Max. MAX: Where am I? PIERCE: Someplace where no one can find you. MAX: Why am I here? PIERCE: That's what I want to try to find out. MAX: You've made a mistake. PIERCE: I don't think so. I know what you are, and now, you're going to tell me everything. MAX: I'm Max Evans. I live at sixty-twenty-five Murray Lane. You can call my parents. PIERCE: We can do this the easy way, or the hard way. What is the name of your home planet? MAX: Earth. PIERCE: All right. Hard way. (A group of technicians run in and tie Max to a table.) MAX: I'm Max Evans. Why are you doing this to me? Why?! Why? Wha...? (Credits.) (In the kitchen of the Crashdown.) MICHAEL: We should have never split up. I mean I never should have left him alone. ISABEL: What are they doing to him? What if he's already dead? LIZ: No, no, Isabel you can't even talk like that because, you know, Max is too smart to let something like that happen. TESS: Pierce won't kill him. He wants to study him MICHAEL: How the hell do you know? (Liz runs to the front of the restaurant as Maria and Alex come inside.) MARIA: Oh my god, Liz. We were so worried... LIZ: You guys, they took Max. ALEX: Who? Who did? LIZ: Pierce, you know the FBI Special Unit. They took him. (Alex embraces Isabel, and Maria goes to Michael.) LIZ: Where's Nasedo? TESS: I don't know. MICHAEL: He's supposed to be at our side. Where is he? TESS: I told you, I don't know. He's never left me alone like this before. ISABEL: Then it's up to us. We have to find Max. ALEX: Wha... what makes you think we can go up against alien hunters and win? MICHAEL: What the hell choice do we have? Let him be a pincushion for Pierce? Let him die? ALEX: No. LIZ: We have to go to Valenti. MICHAEL: What, and tell him everything? ISABEL: Max was willing to do it to save Liz. Maybe now is the time to trust him. TESS: What makes you think that Valenti is better equipped than we are? MARIA: He's the law. He's got resources. TESS: So do we. Stronger ones. Look, I know what can do. What about the two of you? MICHAEL: What do you mean? TESS: Your powers, Michael. Your gifts. You do have them, don't you? MICHAEL: We're not too advanced. ISABEL: We can do easy things, like change simple molecular structure, but we don't use them very often. What about you? TESS: Being around Nasedo has taught me quite a few things. ALEX: Wait, what about that dream thing that you can do? TESS: What dream thing? ISABEL: Sometimes I can go into people's heads when they're sleeping. TESS: And you can all do that? MICHAEL: No, just Isabel. TESS: And you can communicate with him? ISABEL: Subconsciously. I've only done it a few times though. LIZ: Look, if you do it to Max, maybe he can tell you where he is. ISABEL: I've never done it to anyone who was awake before. I don't know if I can get in. (In the White room, Max wakes strapped to a table.) PIERCE: (As he strips off his clean room gear.) You and I don't need procedure, now do we, Max? (Max remembers where he's seen Pierce before.) PIERCE as DEPUTY FISHER: Where are you going in such a hurry? MAX: Nowhere, officer. (In the present.) MAX: You're the deputy? PIERCE: You have your tricks, I have mine. MAX: Who do you think I am? PIERCE: That's what we've been trying to find out at the lab. You know, there's something very strange about your X-rays... something that doesn't make sense. They're completely human: your bone structure, your organs, circulatory and pulmonary systems. Everything human. But. Here's where things get really strange. These are your blood cells. Completely not human. Still want me to call your parents? I told you Max; I know what you are, so now you're going to start answering my questions. Delta, Colorado, 1962, Agent Lewis, the first head of this Special Unit was found dead. His internal organs had reached a temperature of 180 degrees Fahrenheit. A silver handprint was found on his chest. What do you know about that? MAX: Nothing. PIERCE: Union City, Tennessee, 1967 Agent del Bianco, his replacement. Ring a bell? MAX: No. PIERCE: All right. How about this: May second, 1999, Agent Daniel Summers, the man who brought me into this unit, the man whose job I now have, did you kill him, too? Or was it one of the others? MAX: What others? PIERCE: You know, I might not have been around in 1947, but I know all about the crash. About the four aliens they captured: two dead, two alive. I've spent my entire career studying the documentation. Especially the three years of observation they made on the one held in captivity, right here in this room. MAX: I thought you said there were four. PIERCE: One of them escaped. Nasedo. Isn't that what you call him? (He brings out an orb.) Where's the other one? What happens when you put them together? MAX: I don't know. (The technicians come back in. They drug Max.) PIERCE: Shhh. Shhh. (In Liz's room. Everyone is one the balcony except Alex and Isabel who are on the bed.) ALEX: I remember when uhh, Michael almost died in here. He went somewhere in his... in his mind and he... he barely made it out. ISABEL: I have to do this. ALEX: Then I'm going to stay with you. Umm, if I'm holding on to you, maybe you won't get lost. ISABEL: 'K. (They lay down. She is touching a picture of Max.) Let me in, Max, Let me in. (She is in the White room. The room is spinning from the drugs, and she is disoriented.) Max. Max? Oh god. Max, stop this. Stop this and help me. MAX: I can't. They gave me something. ISABEL: Ok. Ok. Ok. Max, look at me. Look only at me, look only at me. Where are you? Tell me where you are. MAX: I don't know. ISABEL: Help me, Max, how did you get here? Think harder. MAX: I don't know. ISABEL: Think harder. (She sees him being wheeled down a long corridor with an eagle emblem on the floor through a security door.) Who brought you here? (She sees Deputy Fisher.) Valenti's deputy? Max... MAX: Look again. ISABEL: Deputy Fisher is Agent Pierce? MAX: You have to go now. ISABEL: No. No, I'm not leaving you. MAX: You have to. ISABEL: No. Why? No, no, stop, please. I'm not leaving you, I'm not... (She wakes up from her dream walk.) MAX! MAX! Oh god! Oh my God! (Everyone runs in from the balcony.) MICHAEL: What happened? What happened? ISABEL: Michael, he's so scared. He's so scared. MICHAEL: Ok, Isabel, you've got to calm down. All right? You got to tell me what you saw. We got to help him. ISABEL: Oh god. That deputy... the deputy that stopped us last night, he's Pierce. He's Pierce. ALEX: Are you sure? ISABEL: He told me. And he's drugging him. He's hurting him. LIZ: Where is he? Where... where is... ISABEL: I don't know. I don't know where he is. TESS: Think hard. He must have given you something. Think. ISABEL: Ok, he did. He did. I think I know where I've seen it before. (At the UFO Convention Center.) MARIA: Eagle Rock Military Base. This is where they were said to have secretly taken the aliens after the crash. ISABEL: This is it. This is what Max showed me. This is the symbol on the hall floor on the base. MARIA: It says that it's been abandoned for years. ISABEL: That's where he is. LIZ: Look; now we have no choice, ok, we have to go to Valenti. MICHAEL: What are you crazy? After we just found out about Deputy Fisher? Valenti's probably in on the whole thing. LIZ: We can't go to a place like that on our own. MICHAEL: No, you can't, but we can. Isabel, Tess and I can protect ourselves. MARIA: With what? Your gifts? MICHAEL: Why not? MARIA: Because you don't know who to use them, that's why not. You could get killed, or worse. LIZ: And you guys aren't going there without me. TESS: No. Look, you want the truth? You're liabilities, all three of you. We've got a better chance of saving Max without you, and that's what this is all about, right? LIZ: Bring him back to me. MICHAEL: I will. TESS: We'd better hurry. MARIA: You come back to me. (The three aliens leave together.) (They break into the military base, and sneak around the deserted corridors. They find the security door.) ISABEL: I saw that. Max remembered it. TESS: He's in there. MICHAEL: How do we get in? (An agent walks by.) TESS: In here or they'll see us. Wait, they always patrol in air holes. ISABEL: How did you know that? Nasedo? TESS: When you've been hunted all your life, it gets easier to catch on. (In the White room.) PIERCE: Tell me about the crash, Max. What about the orb? The communicator. Wake him up. Wake him up. Tell me. Don't make me kill you. Max, tell me where it is. More! I am going to find out one way or another. See, this is getting us nowhere. I want everything flushed out of his system now. I want him completely coherent for the next phase. (At the Crashdown.) MARIA: I'm sure they've found him by now. ALEX: They're probably on their way back. LIZ: Yeah, I wish I could believe that one. (Valenti sits down.) SHERIFF: I've been up all night trying to figure out what happened at that carnival. I mean, I know what I saw. Mirrors or no mirrors, there were two Max Evans standing right in front of me. And now one of them is in the hands of Agent Pierce and the Special Unit, and I'm just hoping that it wasn't the one that we all care about. Liz, tell me. Let me help. LIZ: We don't know any more than you do, Sheriff. Sorry. SHERIFF: Well, if Pierce has reached the same conclusion that I have, Max is going to need a lot more help than any of you can give him. (He leaves.) LIZ: You guys, what if he's right? I would never forgive myself if something actually happened to them that maybe we could have, like, prevented. I... MARIA: Ok, listen; let's give them until four o'clock, all right? If they're not back by then... LIZ: Right. Ok. Four o'clock. MARIA: He's going to be fine. LIZ: Yeah. (Scene after scene where Max is being tortured with drugs, ice baths, isolation, electro-shock therapy, etc.) (Somewhere on the base.) ISABEL: Oh god, he won't let me in. I just keep seeing some blinding light. That's not good. He's in some kind of trauma. MICHAEL: If you can get through the damn electric fence, why can't you short circuit the security system? TESS: I told you, because they're watching. The minute they see us, it's all over. ISABEL: So what are we supposed to do, just wait and let them kill him? MICHAEL: I'm going to take this thing down myself. (He steps out of their hiding spot to see two guys wheeling a gurney with a dead body down the hall.) ISABEL: It's him. TESS: We don't know that. I would have felt it if something happened to him. MICHAEL: Only one way to find out. (They sneak down the hall after the body.) (At the Crashdown, it's 4:08.) LIZ: I'm not waiting any more. I'm going to do what Max would do for me. MARIA: Wait a minute. Are you sure it's our responsibility to tell Valenti everything? LIZ: It's our responsibility to keep them alive. You know, Max was ready to trust him, that's all I need to know. ALEX: What are you going to say? LIZ: Whatever I have to; to get him to help. (In the Morgue at the base, the aliens pull back the sheet to reveal the agent that Nasedo killed and dumped on the side of the road yesterday, in Max to the Max.) ISABEL: Oh my god. Michael, look. TESS: What is that? MICHAEL: Nasedo. ISABEL: That's how he kills. TESS: I swear to you, I've never... (Nasedo disguised as an agent walks in.) NASEDO: Hey. You shouldn't be here. What are you doing here? (Michael tries to use his powers to protect them, but Nasedo easily overcomes Michael's powers with his own, and sends Michael flying backwards.) TESS: It's you. (Nasedo shape-shifts into Mr. Harding.) Don't ever leave me alone like that again. NASEDO: I have four of you to watch now. MICHAEL: I've been looking for you for a long time. NASEDO: Not as long as I've been looking for you. Now you're about to get yourselves killed. ISABEL: We're here for Max. NASEDO: This isn't the local sheriff you're dealing with. You should have known better. None of you are equipped to be here. I've got to get you out of here. (He shape-shifts back into an agent.) (They leave the Morgue, but almost run into the agent he is impersonating.) (In Sheriff Valenti's office.) SHERIFF: Liz Parker. LIZ: You're right Sheriff. I need your help. We all do. Your new deputy, Fisher; he isn't a deputy, Sheriff, and his name is not Fisher. It's Pierce - from the FBI Special Unit. He's the one who has Max. SHERIFF: How do you know that? LIZ: I can't tell you, Sheriff, but Max is in a lot of trouble. I think that they all are. Sheriff, please. Will you trust me? I can tell you where he is. (Somewhere on the base. Nasedo is back in the guise of Mr. Harding.) ISABEL: I don't think we belong with him. MICHAEL: He's Nasedo, what choice do we have? ISABEL: We could go back up there ourselves. MICHAEL: Four is stronger than two. We need them. ISABEL: He could be working for Pierce. You know, we don't know anything for sure. NASEDO: The most important part of the plan is timing. Set your watches: 5:47. This is your escape route: scan it. MICHAEL: Scan it? NASEDO: Into your brain. You can't? All right, you have two minutes to memorize it. I know this place intimately. I've already escaped it once. Now, if I'm going to save Max, I need help. We need to get through the security door. ISABEL: I could do that. I've gotten through doors before. NASEDO: That isn't some deadbolt up there. That door is made up of depleted Uranium; a metal composed of heavy atoms, which we can't manipulate. ISABEL: We can't. NASEDO: You have many limitations. MICHAEL: They know about them? NASEDO: They know more about you than you do. They've been studying us for fifty years. The only way to gain entry is to get through the security scanner. ISABEL: Well, how do we do that? NASEDO: I can shape-shift into any of these agents: take their form, even their fingerprints. That's why they added the X-ray scanner. My bone structure is far from human. I can change my appearance, but not what's on the inside. Your bone structure, on the other hand, is one hundred percent human. MICHAEL: So you're different from me? NASEDO: Biology lessons later. Come on. If I'm going to get through that door, I'm going to need one of you with me, and since the only female agent at the Special Unit is now dead, it's you and me, Michael. MICHAEL: I can't get through the scanner, either. I can't change my fingerprints. NASEDO: Yes you can, you just don't know you can. I'll teach you. I just hope for Max's sake that you're a quick study. I'm going to need both of you, too. (In the White room. Max wakes up unrestrained and semi-coherent. He attacks Pierce.) PIERCE: Don't even try. Don't even try to use your abilities, Max. The serum we injected you with - very effective in suppressing the neurotransmitters in your cerebral cortex. Experiments on the alien in the forties taught us that that's where most of your powers come from. Come on, sit down. It's all right. That's not your real weakness, though, is it? You know, I've been going about this the wrong way the whole time. It's not that you're part alien: it's that you're part human. (Max is suddenly restrained in the chair, and Pierce puts a VR visor on Max's head.) You have feelings. (An image of Michael is projected on the visor.) Emotions. (Max sees Isabel.) Friendship. (Maria and Alex appear.) Love. (Liz is last. An image of Liz dead with blood on her face is projected.) MAX: No! NO! PIERCE: Trick photography, Max. MAX: NO! No! PIERCE: Max, Max! Computer rigged. Virtual reality, Max. It's not real. It's not real. We didn't kill her. We didn't kill her. I just wanted to show you what can happen. What will happen. MAX: You're evil. PIERCE: I'm evil? I'm risking my life to save my country, my planet from being colonized by alien life - by you. Tell me where the other one is. MAX: The other what? PIERCE: We found this in the crash. We have spent fifty years looking for the other one, and we know you have it. It took a little persuading, but Topolsky told us. Tell me where it is. Tell me. Ok. I'm going to give you a choice, Max. You can either tell me where the other orb is, or you can tell me which one of your friends you want me to kill first. Hmm? And you have ten seconds. Maybe I'll start with Liz. MAX: Ok, stop it! Stop! I'll tell you where it is, just don't hurt Liz. PIERCE: Huh. You do have feelings. Just like us. Whatever you are, you better tell me the truth for Liz's sake. (Back at the Morgue.) NASEDO: Humans are weak - which doesn't bother me - and wasteful. Their brains are incredible machines they haven't even begun to use. When you were engineered, you were given the capacity to do everything the human brain is capable of. MICHAEL: You mean beside our powers? NASEDO: Those are your powers, Michael. Everything you can do is human. You were just programmed to be several thousand years ahead of mankind, that's all. But from what I saw earlier, you've barely tapped into what you're capable of. You can do it, Michael. The only thing stopping you is yourself. (Michael tries to transfer the dead body's fingerprint onto his own finger.) Try again. (Somewhere on the base.) TESS: It's going to be ok. Nasedo knows what to do. ISABEL: Thank you. TESS: We've been in trouble before. We can deal with this. ISABEL: That's not what I mean. Thank you for helping us find Max. TESS: We haven't got him yet. ISABEL: So, I don't understand. I'm going to dream walk to give him the plan, but what are you going to do? (An agent suddenly appears, and carries Tess away. Isabel goes to follow, when suddenly it's over, and Tess is beside her.) TESS: It's ok. It's ok. ISABEL: Oh my god, what just happened? TESS: I made you think something was happening right in front of you when it really wasn't. ISABEL: That's what you did to Max, isn't it? That's why he had all those thought about you. TESS: I can only keep it going for a little while. After you get Max to clear the room, I'm going to go into Pierce's head, distract him. Hopefully I can keep it going long enough so that Michael and Nasedo can get Max out of there. (Back at the Morgue.) MICHAEL: Damn it, I can't do this! NASEDO: Yes you can. The only one stopping you is you. MICHAEL: Will you quit saying that? That is not helping me. NASEDO: Are you just going to let Max die? MICHAEL: I am trying my best. NASEDO: That is not your best, Michael; it is not your best. MICHAEL: Well, give me a pointer, huh? Give me a hint. Give me something. NASEDO: It's inside you. Your program. MICHAEL: Hey, I didn't get the manual, ok? All this time I've been alone. Where have you been? Where the hell have you been? Huh? Why'd you let this happen to us? To me? NASEDO: Emotions are a weakness, Michael. Focus. You've got until this guy gets to the door, then I'm using his hand, and you know how I'm going to get it. We are running out of time here. MICHAEL: I did it. I did it. I think I did it. (An agent enters the Morgue, Nasedo appears behind him.) NASEDO: Agent. AGENT: Who the hell are you, and what are you... (Nasedo kills him.) MICHAEL: No! I said I did it. NASEDO: I heard you. I told you you could. MICHAEL: You killed him. Why'd you do that? NASEDO: I can't take a chance like what happened in the hallway before. There can't be two of me. MICHAEL: How can you do this? How can you kill all these people? You don't care, do you? NASEDO: Michael, if you want to survive, if you want to get back home, you've got to be willing to fight for that. You understand? MICHAEL: You're not who I thought you'd be. NASEDO: Neither are you. It's show time. (Michael, suddenly clad in a suit, combs his hair while Nasedo shape-shifts into the newly killed agent.) (In the White room.) PIERCE: You finally told me the truth about where you hid it. Now make them work. MAX: I can't. PIERCE: Do it! MAX: I'm telling you the truth now, too. PIERCE: Make them work. Make the orbs work. MAX: I don't know how. PIERCE: Let's begin. (A group of technicians enter the room with surgical equipment.) I can take you apart piece by piece, and make sure that you stay conscious enough to feel every second of it. MAX: I can't tell you what I don't know. I can't tell you what I don't know. PIERCE: Bring in the surgeons. (At the security scanner. Michael is able to get through.) AGENT: Matheson. NASEDO: Afternoon, Agent. AGENT: Fields. You're the new agent, aren't you? MICHAEL: Yeah, good to meet you. AGENT: You picked a hell of a time to show up. Welcome to the Unit. MICHAEL: Thank you. (A group of surgeons exit a door and head down the hallway. Michael starts after them.) NASEDO: Where are you going? MICHAEL: Max is in there. We got to go get him. NASEDO: It won't help Max if you get yourself killed. We have to do this the right way. Two minutes. (Somewhere on the base.) ISABEL: Ok, I'm going to do it. TESS: Two minutes. ISABEL: What if it takes me longer to get into his head than it did last time? TESS: We have to stick to the plan. Everything has to be done like Nasedo said to the second. ISABEL: Ok, ok. (In the White room.) PIERCE: (Pointing to a guy with a scalpel.) This man will hurt you. (Pointing to a guy with a large green syringe.) This man will help you. Tell me what I need to know, and he will take the pain away. MAX: Who's inhuman now? PIERCE: Open him up. (Isabel dream walks into the room.) ISABEL: Max. Max, Max. There's no time. You have to listen to me. Michael and Nasedo are coming to rescue you. Ok, Max? Max, do you hear me? Please, Max, please. You have to listen to me. MAX: He wants me to make the orbs work. ISABEL: Ok. Tell him anything. Get him alone. Get Pierce alone in this room. Tell him anything. (The dream walk ends just as the surgeon is making the first incision.) MAX: Stop! PIERCE: Stop. MAX: I'll show you how they work, but only you. PIERCE: Clear the room. (Somewhere on the base.) TESS: Did it work? ISABEL: Yes. Pierce wants Max to show him how to work the orbs. TESS: I don't know how they work. ISABEL: Well, you've got to do something, and do it now. (In the White room.) PIERCE: Make them work. MAX: It takes a little time. PIERCE: I'm bringing them back. MAX: No, just wait. PIERCE: You had your chance, Max. (Pierce sees the orbs begin to glow green.) (On the other side of the observation glass.) NASEDO: Timing is everything. (He breaks the glass.) MICHAEL: It's Nasedo, Maxwell, don't worry. (He puts the orbs in his pockets.) Are you all right? MAX: I am now. MICHAEL: All right. Let's go. (He has to all but carry Max.) Whoa. NASEDO: Get out of here. You know the escape route. MICHAEL: What are you doing, come on. NASEDO: I have something to take care of. MICHAEL: No! You are not leaving me again. Let's go! NASEDO: There are only seconds left. Go! (Michael leaves just as Pierce comes out of his trance.) Are you all right, sir? You were in here a long time. We thought we'd come check. PIERCE: Where's the prisoner? (In the Morgue, two agents find the new dead body.) (In the hallway outside the White room.) AGENT: Fields?! What are you doing? MICHAEL: Pierce's orders. I got to get the prisoner out of here. They need help inside. Go. Now! (All agents run into observation room.) (In the White room.) NASEDO: Are you all right, sir? AGENT: Sir, stand back. He is not Matheson. (They shoot Nasedo.) PIERCE: NO! Go, lock it down. (At the security gate, the door begins to open, but then alarms go off, and it begins to close. Michael is waiting for Nasedo, as Pierce comes running around the corner with his gun drawn. Sheriff Valenti suddenly appears.) SHERIFF: Come on, come on. Come ON! (He shoots Pierce in the shoulder as they make their escape.)
(With the alarm sounding, Pierce is unable to gain access through the security gate.)
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