2x16
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                                   FRANK (CONT'D)
                         Rick. You know where they're
                         holding Mike?

                                   SILAS
                             (firmly)
                         And Hester.

                                   FRANK
                             (annoyed)
                         And Hester.

                                   RICK
                             (nodding)
                         There's a temporary base set up
                         just outside town under the old
                         abandoned power plant.

                                   FRANK
                         Get over to that terminal. I want
                         schematics, weaknesses, entry and
                         exit points. I don't care how you
                         get it, just get it.

               Rick nods and hurries over to the computer.

                                   FRANK (CONT'D)
                         Let's get cracking! Mike's counting
                         on us. And we can't afford to let
                         him down.

               Everyone nods as we:

                                                                CUT TO:

               INT. MILITARY COMPOUND - HOLDING CELL - NIGHT

               Mike is pacing back and forth in his cell looking quite
               anxious. Hester sitting in hers, watching Mike, an annoyed
               look on her face.

                                   MIKE
                             (rambling)
                         I gotta get out of here. I can't
                         just do nothing when my friends are
                         in danger! And Vi! It's going to
                         break her heart when she finds out
                         about Rick. I can't believe he'd
                         betray her like that. She loves
                         him!

               Hester rolls her eyes. Mike continues to pace.

                                   MIKE (CONT'D)
                         But then love does usually end in
                         heartache. Look at me.

                                   HESTER
                         Do I have to?

               Mike ignores Hester and continues on his rant.

                                   MIKE
                         I was happy once too. Had a
                         boyfriend, the sky was blue, birds
                         were singing, and all was right
                         with the world. But then Lon died
                         and I was all alone again. But,
                         hey, I found Jack! I mean, he's not
                         Lon, but he's a good guy, and I
                         really care for him. I actually
                         thought I had another shot at
                         happiness, but then he went and
                         dumped me!

                                   HESTER
                         I wonder why.

                                   MIKE
                         Okay. Maybe it was my fault because
                         I wasn't ready to commit. And maybe
                         I'm not really over Lon, but if
                         Jack really loved me, he would
                         understand!

               Hester GROANS as Mike continues to ramble.

                                   MIKE (CONT'D)
                         Why can't I be like Tyler? He and
                         Callie are so happy. They're about
                         to get married, you know? Spend
                         their whole geeky lives together...
                         buy a geeky house... get a geeky
                         dog... and raise a bunch of geeky
                         brainiac kids. Probably all named
                         after Star Trek characters. 
                             (beat)
                         They are so gonna get their asses
                         kicked in kindergarten.

               Mike stops pacing for a beat.

                                   MIKE (CONT'D)
                         Wait. Did I just wish I was like
                         Tyler?

               Mike shudders and then resumes his pacing.

                                   HESTER
                             (to no one in particular)
                         Oh, God! Having my eye plucked out
                         was less painful than this!

               Hester throws the remains of her dead rat. It flies through
               the bars of her cell, into Mike's, and HITS the man in the
               head. He stops abruptly and looks at her.

                                   MIKE
                         What?! And eww!

                                   HESTER
                         What is wrong with you? You look
                         like a tiger at the zoo...
                             (with a dreamy smile)
                         ...thinking about pouncing on some
                         sweet, fat little child on the
                         other side of the bars. Mmmmmm.

                                   MIKE
                             (reluctantly)
                         I may be a little bit
                         claustrophobic. 

                                   HESTER
                             (amused)
                         And babbling on about lost lovers
                         helps?

                                   MIKE
                             (shrugging)
                         Some.

                                   HESTER
                         Well, then. Let me tell you a thing
                         or two about love, little boy. 

               Mike smirks. This ought to be good.

                                   HESTER (CONT'D)
                             (seriously)
                         You'll never have what your friend
                         Tyler and his girl have. And I
                         don't just mean because your days
                         on this Earth are numbered.

                                   MIKE
                         Hey!
                             (beat)
                         What?

               Mike moves closer to the bars.

               Hester stands and walks to the bars of her cell to face Mike.

                                   HESTER
                         You say you want love. You say you
                         want to be happy. But here's the
                         rub, baby. Love isn't flowers and
                         sunsets and walks in the park. It's
                         not chocolates and hugs and
                         puppies.
                             (beat)
                         Love is pain.

               Mike grimaces. 

                                   HESTER (CONT'D)
                             (with building emotion)
                         It's that dull ache you feel when
                         you're away from your lover. It's
                         the sweet torture of longing for
                         his touch. It's that ecstatic agony
                         when he penetrates you! It's the
                         death you feel when he dies! It's a
                         searing hot poker that wounds you
                         to the very core and rips your soul
                         apart!

               Hester looks away, her one eye misty. She regains her
               composure.

                                   HESTER (CONT'D)
                         Metaphorical soul in my case, but
                         it holds no less true. 

               Mike looks at the vampire compassionately. This experience
               has obviously taken its toll on Hester. 

                                   HESTER (CONT'D)
                         You've walled off part of yourself
                         from this Jack because your tasty
                         lover Lon died and you don't want
                         to get hurt again. But until you're
                         ready to feel pain, you'll never
                         feel love again.

               Mike swallows hard, moved by Hester's words.

                                   MIKE
                         You're right.

               Hester looks back to Mike, now her old self.

                                   HESTER
                         Well, dah!

               Mike clenches his jaw. A determined look crosses his face.

                                   MIKE
                             (with conviction)
                         We're going to get out of here. But
                         the only way this works is if we do
                         it together. You with me?

               Hester nods.

                                   MIKE (CONT'D)
                         And when we get out, I'm going to
                         beg Jack to take me back. I'm
                         through being scared to love. Bring
                         on the pain, baby!

               Hester gives Mike an almost prideful grin.

               Off of Mike's determined face we:

                                                             BLACK OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               INT. COMMAND CENTRAL - LATE NIGHT

               Frank stands at a computer terminal with Rick looking at the
               computer's screen. Silas stands close, looking over Rick's
               shoulder, a fact which Rick seems most uncomfortable about.

               The camera PANS LEFT to Tamsin, Tyler, and Corrine. They are
               standing around a seated Fletcher. The skin and hair on the
               left side of his head have been PEALED OPEN, exposing wires
               and a circuit board. 

               A wire runs from the board to Fletcher's small LAPTOP which
               Corrine holds. While she and Tyler study the small screen,
               Tamsin eyes Fletcher, a hurt look on her face. Fletcher looks
               apologetically at her in return. Unable to take any more,
               Tamsin breaks the silence.

                                   TAMSIN
                         Why didn't you just tell me?

               Fletcher sighs.

                                    FLETCHER
                         I can barely admit it to myself
                         most days.
                             (beat)
                         And after we ah... after I fell in
                         love with you, I was afraid you'd
                         reject me. That you'd only see me
                         as some "machine". I couldn't bare
                         the thought of that.

               Fletcher looks away, his eyes misty.

                                   TAMSIN
                         I'm hurt that you didn't think you
                         could share this with me.

               Tamsin's face softens.

                                   TAMSIN (CONT'D)
                         But, you exposed your secret to
                         save our lives not knowing what the
                         outcome would be. That doesn't
                         sound like something a machine
                         would do to me.

               Fletcher looks back to Tamsin. She smiles warmly at him.

                                   TAMSIN (CONT'D)
                         I love you, Fletcher Covington. All
                         of you. Man and machine.

               Tamsin leans over and gives Fletcher a big kiss which he
               happily returns. Corrine and Tyler glance over at the couple
               and give each other a small smile. The couple part.

                                   TAMSIN (CONT'D)
                         I don't care what parts of you are
                         mechanical or flesh and bone, I
                         couldn't love you more if--

               Tamsin frowns as a thought occurs to her.

                                   TAMSIN (CONT'D)
                         Is that...

               Tamsin raises an eyebrow and nods toward the lump in
               Fletcher's groin area. Following her gaze, Fletcher gives her
               a sly grin.

                                   FLETCHER
                         All me, sweetheart.

               Tamsin gives a relieved sigh.

                                   TAMSIN
                         Oh, thank God!

               The couple again kiss as we PAN RIGHT back to Frank, Rick,
               and Silas who are still studying the computer screen.

                                   SILAS
                         Not much more than a skeleton crew.

                                   RICK
                         Budget cutbacks.

                                   FRANK
                         Thank God for the recession, eh? 
                             (beat; studying the
                              screen)
                         Looks like all the main base
                         functions are routed though
                         Bratting's office.

                                   RICK
                             (nodding)
                         Communications, security, the
                         works. Nothing goes on without her
                         knowing about it first.

                                   FRANK
                         Sounds like something we can use to
                         our advantage once we get in.
                         Speaking of which...
                             (pointing to the screen)
                         What's this?

                                   RICK
                         Nothing. Generator exhaust vent.

                                   FRANK
                         And unguarded exhaust vent.

                                   RICK
                             (shaking his head)
                         Temperature's like 150 in there.
                         And if the heat doesn't get you,
                         the carbon monoxide will.

               Frank looks to Silas who apparently has the same idea.

                                   SILAS
                         Not if you don't have to breathe.

               Vi enters from upstairs, wiping her hands together as if she
               just did something dirty.

                                   VI
                             (to Frank)
                         Commando guys are in the freezer.
                         You got the schematics yet?

                                   FRANK
                             (nodding)
                         Fortunately nobody's thought to cut
                         Rick's access yet.

                                   VI
                             (to Frank)
                         So what now?

                                   FRANK
                         That depends on Fletcher.
                             (calling to Corrine)
                         How we doing over there?

               Frank and Vi walk toward Corrine, Tyler, Tamsin, and
               Fletcher.

                                   CORRINE
                         Better than expected. Cracking the
                         encryption was no problem.
                             (with a small smirk)
                         They actually use an old MacroWare
                         algorithm. 

               Frank smirks back.

                                   CORRINE (CONT'D)
                         We've got full access.

                                   FRANK
                         Did you make the changes to his log
                         we talked about?

                                   TYLER
                             (nodding)
                         Just in time for his daily upload.
                         They'll have no idea we're coming.

                                   FRANK
                         Great. Close him up. We'll move on
                         to-- 

               Tamsin turns to Frank, an angry look on her face.

                                   TAMSIN
                             (defensively)
                         "Close him up?!" He's not a car
                         boot or the refrigerator door!

               Fletcher takes Tamsin's arm gently.

                                   FLETCHER
                         It's alright, Tams. Frank didn't
                         mean anything by it.

               Frank shakes his head indicating no harm was intended. Tamsin
               nods calming herself.

                                   FLETCHER (CONT'D)
                         This is going to take some getting
                         used to. But remember, I'm the same
                         man I was yesterday.

                                   TYLER
                         About that. 

               They look to Tyler.

                                   TYLER (CONT'D)
                         According to these system
                         diagnostics, it should be possible
                         to tweak your... um...
                         enhancements.

                                   FLETCHER
                         Tweak?

                                   CORRINE
                         Your speed, your strength. It's all
                         a question of hydraulic tension. We
                         could up those dramatically.

                                   TYLER
                         Even your hearing and vision are
                         upgradable. We can make you better
                         than you were before. Better.
                         Stronger. Faster.

               All frown at Tyler. He hangs his head.

                                   TYLER (CONT'D)
                         Sorry.

               Fletcher look down, his forehead creases.

                                   FLETCHER
                         I'd be less human than I am now.

                                   CORRINE
                         Technically no. We'd just make a
                         few adjustments to your existing
                         hardware, but mentally...

                                   FRANK
                         How long would it take?

                                   CORRINE
                             (shrugging)
                         An hour. Two tops. Just a matter of
                         getting the settings right.

                                   FRANK
                             (to Fletcher)
                         It's your decision, Fletch, but I'm
                         not gonna lie. Another set of super
                         strong hands might mean the
                         difference against the New
                         Initiative.

               Fletcher frowns, pondering the decision before him. Tamsin
               places a supportive hand on his shoulder as we:

                                                                CUT TO:

               INT. MILITARY COMPOUND - HOLDING CELL - EARLY MORNING

               Hester and Mike are in their cells. From up the hallway comes
               a young SOLDIER pushing a CART with TWO TRAYS on it. Hester
               gives a small nod to Mike. He nods back in return.

               The Soldier stops between the two cells and picks up one of
               the trays.

                                   SOLDIER
                             (cheery)
                         Breakfast time.
                             (beat)
                         You freaks.

               The man takes the first tray off the cart, bends, and slides
               it into Mike's cell via a small slot in the bottom of the
               bars.

               Mike picks up the tray and takes the lid off revealing a dead
               rat on a plate. The Soldier smirks.

                                   SOLDIER (CONT'D)
                         Sorry. Wrong one.

               Mike slides the tray back through. The man takes it and picks
               the other tray off the cart. He slides the other tray into
               Mike's cell.

               Mike lifts the lid to expose a bowl of overly lumpy oatmeal.
               He grimaces.

                                   MIKE
                         Can I have the rat back.

               The Soldier chuckles as he takes the first tray and bends
               down to Hester's cell. Looking back at Mike, he slides it
               into the slot.

                                   SOLDIER
                         You're lucky you get that. You
                         should see what they serve us in
                         the mess ha--

               But his words are cut short as Hester VAMPS OUT and leaps at
               him through the bars. The surprised Soldier is too quick and
               falls back evading her grasp. But in rolling away from her,
               he lands with his back against Mike's cell.

               Mike's arm shoots through the bars and snakes around the
               young Soldier, grabbing the man in a neck hold. Mike applies
               pressure.

                                   MIKE
                         Give me the key!

               The guard struggles, gasping for breath.

                                   MIKE (CONT'D)
                         I said give me the key!

               The Soldier's face is turning red. He tries for his weapon,
               but Mike's other hand beats him to it, swiftly pulling the
               Soldier's gun from its holster.

               Mike brings the gun up to the man's head.

                                   MIKE (CONT'D)
                         I don't want to hurt you. I just
                         want to get the hell outta here.
                         Now gimme the key!

                                   SOLDIER
                             (gasping)
                         Okay! Okay!

               The Soldier reaches into a top pocket on his uniform and
               pulls out a KEYCARD and quickly holds it up.

               Mike realizes that he doesn't have a free hand to take it.

                                   MIKE
                         Toss it to her.

               The Soldier tosses the keycard to Hester who catches it. She
               moves to the side of her cell and reaches out through the
               bars, fumbling at the control panel on the wall just outside.

               The card goes in the slot, a GREEN LIGHT on the panel lights
               up, and the CLICK of Hester's door unlocking is heard.

               Hester pushes open her door and exits.

                                   MIKE (CONT'D)
                         Hurry up, Hester.

               Hester looks up the hallway and then back to Mike. Mike
               frowns. Hester looks back up the hallway and takes a step.

                                   MIKE (CONT'D)
                             (firmly)
                         Hester!

               Hester turns back to Mike, a mischievous smile on her face.

                                   HESTER
                         Ooh! How commanding. I was only
                         kidding, stud puppy.

               Hester moves to the control panel for Mike's cell and inserts
               the keycard. Another GREEN LIGHT and CLICK, and Mike's door
               is open. 

               Mike nods to the guard in his grasp.

                                   MIKE
                         Would you mind?

               Hester smiles broadly.

                                   HESTER
                         Not a bit.

               She grabs the Soldier by the throat pinning him in place
               against the bars. Mike releases the man and exits his cell.

                                   MIKE
                         Now what do we do with him?

               The words barely out if his mouth, Hester yanks the guard
               close to her and sinks her fangs into his neck! His scream is
               muffled by Hester's tight grip.

                                   MIKE (CONT'D)
                         Hey!

               Hester doesn't listen and continues to drink. Mike comes up
               behind the vampire and STRIKES her on the head with the butt
               of the pistol in his hand.

               Hester pulls away from the now unconscious Soldier and turns
               to look at Mike, an innocent look on her face.

                                   HESTER
                         What?

                                   MIKE
                         No killing!

                                   HESTER
                         Better him than you.

               Mike glares at Hester. A smile spreads across her face.

                                   HESTER (CONT'D)
                         Don't worry, sunshine. He's not
                         dead. I just took a sip.

               Mike continues to glare at the vamp. Hester gives a shrug.

                                   HESTER (CONT'D)
                         Okay. No killing.
                             (beat)
                         Unless we have to.

               They start quickly up the hallway. Mike notices for the first
               time that he and Hester aren't the base's only prisoners.
               Several DEMONS of various types are in cells identical to
               his.

                                   HESTER (CONT'D)
                         But if we run into Bratting, all
                         bets are off. 

               They reach the end of the hallway and stop at the main
               cellblock door.

                                   HESTER (CONT'D)
                         That bitch is mine.

               Hester inserts the keycard into the main door's panel.

                                   MIKE
                         I might have to reconsider myself
                         if we meet up with Amy.

               The door opens. Standing there with a smirk on her face is
               AMY MADISON.

                                   AMY
                         Somebody mention my name?

               Mike and Hester move toward her. Amy's hands go up. A GREEN
               BLAST of energy shoots from her hands, knocking the pair to
               the floor.

               Hester and Mike sit up, stunned looks on their faces.

               Amy takes a step closer, her hands GLOWING, as her looks down
               at the pair.

               An evil smile crosses her lips as we:

                                                             BLACK OUT.



                                  END OF ACT THREE
                                      ACT FOUR

               INT. MILITARY COMPOUND - HOLDING CELL HALLWAY - EARLY MORNING

               Amy stands before Mike and Hester, blocking them from exiting
               the cell area. Her hands glowing. The pair stand, confused
               looks on their faces.

                                   MIKE
                         But... you... how? The ah...

               He points up to one of the black boxes on the ceiling. Amy
               looks up and then back to Mike.

                                   AMY
                         What? The magic inhibitors? You
                         kind of need one of these.

               She points to an ARMBAND she is wearing on her upper right
               arm. It GLOWS softly with magical energy.

                                   AMY (CONT'D)
                         Now, I believe there are a couple
                         of empty cells with your names on
                         'em.

               She gestures with her hands. Hester and Mike's shoulders
               slump in defeat. They turn and begin to walk slowly back to
               their cells. Amy looks up to a DEVICE on the ceiling.

                                   AMY (CONT'D)
                         The prisoners have been
                         apprehended, General.

                                   GEN. BRATTING
                             (over speaker)
                         Good work, Amy. Report to my office
                         when you're done.

               Hester looks to Mike and SLAPS him hard on the arm. He
               flinches.

                                   HESTER
                         They've got cameras! We didn't plan
                         on cameras!

               Mike frowns, embarrassed, as we:

                                                                CUT TO:

               INT. MILITARY COMPOUND - BRATTING'S OFFICE - CONTINUOUS

               CU on a MONITOR, Hester and Mike can be seen getting back
               into their cells and closing the doors. Amy stands by as
               PARAMEDICS run in to retrieve the downed Solider.

               The camera pulls back from the monitor to show that it is one
               of three monitors on the desk of GENERAL GRACE BRATTING. She
               sits behind the desk watching the events as they unfold.
               BRIGADIER SAMUEL JONES and BILLIE JACKSON stand nearby. 

                                   BRIG. JONES
                         The warlock and the vampire working
                         together. We didn't see that
                         coming.

                                   GEN. BRATTING
                         Just shows how unpredictable these
                         creatures are and why we need to
                         control them. And with Omega Team
                         out of the way, there's one less
                         thing to stop us.

               Billie frowns. 

                                   BRIG. JONES
                         The team sent to terminate and
                         dispose of them still hasn't
                         reported back in, General.

                                   BILLIE
                         I know these people. They're not
                         going to be taken out by some
                         commando team.

               An OFFICER enters and salutes.

                                   GEN. BRATTING
                         At ease.

                                   OFFICER
                         Here is the daily log from the
                         cyborg, General.

               The officer hands Bratting a small FLASH DRIVE. She takes the
               devise and nods to the man.

                                   GEN. BRATTING
                         Dismissed.

               The man salutes again and then exits.

               General Bratting plugs the drive into a slot on her desk. 

                                   GEN. BRATTING (CONT'D)
                         This is my favorite part of the
                         day. 

               A LIST OF TIMES comes up on her monitor.

                                   GEN. BRATTING (CONT'D)
                         Let's see what's on today's episode
                         of "Days of Our Android".

               She looks to Jones and Billie who give no response.

                                   GEN. BRATTING (CONT'D)
                         "The Young and the Robotic"?

               Jones remains still, ever the soldier. Billie looks away,
               clearly wishing she was elsewhere.

                                   GEN. BRATTING (CONT'D)
                         "As the Gears Turn"?
                             (beat)
                         Come on. That was a good one.

               Bratting HUFFS and turns back to her monitor. She drags the
               cursor down and clicks on the last time stamp.

                                   GEN. BRATTING (CONT'D)
                         This should tell us the fate of
                         Omega Team.

               The picture on the monitor changes displaying a grainy image
               full of static of the interior of the diner as if from
               Fletcher's point of view. Det. Reed is pointing a gun at him.

                                   GEN. BRATTING (CONT'D)
                         Fast forward.

               She hits a button on her keyboard. The picture blurs for a
               moment and returns to normal. Silas is holding Rick by the
               throat.

                                   GEN. BRATTING (CONT'D)
                         Blah, blah, blah.

               She again hits a button. The picture again blurs for a beat
               and then returns to normal. The commandos sent to kill the
               team are dead on the diner floor.

                                   GEN. BRATTING (CONT'D)
                         Ah, here we go.

               Also lying lifeless on the floor are Frank, Corrine, Tamsin,
               Vi, Reed, and Rick! Silas, is leaning over Frank feeding on
               him.

               Billie's lip quivers.

               Back on the screen, Silas turns toward the camera/Fletcher
               and leaps. At the last second, he burst into a CLOUD OF DUST.
               The camera ANGLES down to show a piece of SPLINTERED WOOD in
               Fletcher's shaking hand. He drops the wood and runs for the
               door, running out into the night.

               Bratting smiles to herself and hits a button. The screen goes
               blank.

                                   GEN. BRATTING (CONT'D)
                         Looks like Omega Team now consist
                         of one grief-stricken cyborg and
                         the powerless warlock we have
                         locked up down the hall.

               Billie is on the verge of tears but is holding them back,
               just barely. She steps closer to Bratting.

                                   BILLIE
                             (firmly)
                         General. I did what you asked.
                         Omega Team is no longer a threat. I
                         insist you give me the information
                         you promised. Where is my sister?!

               Bratting smirks.

                                   GEN. BRATTING
                         Of course, Colonel. You've done
                         your duty and, as promised, I'll
                         gladly tell you where your sister
                         is.

               A hopeful look comes to Billie's face.

                                   GEN. BRATTING (CONT'D)
                             (coolly)
                         She's dead.

               The color drains from Billie's cheeks. She stumbles a little.

                                   BILLIE
                         Dead?

                                   GEN. BRATTING
                             (nodding; coolly)
                         Dead. Quite recently in fact.
                         Tragic you never got that touching
                         reunion you so longed for.

               Billie starts to tremble, but after a beat, it's obvious that
               it's not from grief. Rage fills her face. She LEAPS at
               Bratting. 

               Jones whips out his gun, but Billie is faster. Her hands grab
               Bratting's throat.

                                   BILLIE
                         I'll kill you!

               General Bratting is gasping, but the smug expression remains
               on her face.

                                   GEN. BRATTING
                         Go ahead... and then... what?
                         You're... a freak now. A freak who
                         betrayed... her friends. Who's
                         going... to want you?

               Billie's face falls. Her grips loosens a little.

                                   GEN. BRATTING (CONT'D)
                         We're all you've got.

               Billie frowns and releases Bratting's neck. She motions for
               Jones to holster his weapon.

                                   GEN. BRATTING (CONT'D)
                         Wise decision. 

               Billie clenches her jaw, turns, and storms out without being
               dismissed. Jones' brow furrows as he watches Billie leave.

                                   BRIG. JONES
                         She's becoming a wild card.

                                   GEN. BRATTING
                         Not to worry, Brigadier. With Omega
                         Team out of the way, she'll fall
                         back in line.

               Jones frowns. 

                                   BRIG. JONES
                         I hope so. For your sake.

               Now Bratting frowns.

                                   GEN. BRATTING
                         If you're referring to that warning
                         from the DOD--

                                   BRIG. JONES
                         They're investigating you, ma'am.

                                   GEN. BRATTING
                         Well, then. We'd better give them
                         something to look at.

               Bratting smiles a crazed smile. Jones looks worried as we:

                                                           JUMP CUT TO:
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