Kate and Enrique are the last to enter the back of Circus Circus entrance where stacks of metal crates and racks of costumes and shelving are piled around like a hoarder's convention. The crew is immediately assaulted by red armored guards who jump out from firing their electronic assault weapons. Kate drops to the floor and Enrique is hit in the shoulder by a laser and falls to the ground. Devin leaps over a metal crate and ducks behind it. Kate begins firing from the floor at the legs of two approaching assaulters knocking them out as Enrique skirts himself behind some supplies for cover. Kyle Kelly takes out the last guard with a shot to the head and a few more to chest.

"It appears we have less time than we thought. They already knew we were coming," Kyle remarks.

"Where to now?" asks Kate.

"Where's Enrique?" asks Devin.

Enrique pulls himself out of a pile of costumes that have crashed upon him. He had used the clothes for cover and stands up with a brazier wrapped around his neck while he held his sore shoulder.

"I'm the only one required to wear drag here today, poncho," Kyle smirks.

Enrique pulls himself over the team shaking off remaining garments tangled to his right foot. "Why should you be the only one to have all the fun." He then takes the brazier off his neck.

"Are you alright?" asks Kate, "That was a direct shot, pretty hard fall too."

"I'm fine. We need to get a move on."

"The only light I see is coming down the south corridor. Bloomfield may be held there," Devin remarks.

They all begin to scamper down the south corridor meandering their way through circus contraptions, giant metal heads of clowns, machines in need of repair and supplies. Kate peers up a giant head of clown.

"I've always hated clowns," she says to Devin who is behind her.

Devin looks up at the clown with impish eyes that are squinting and its big red lipped smile. He shrugs, "It's all child's play,"

"I lost my sense of child's play a long time ago."

A potent wave of guilt washes over Devin hearing that statement from Kate. I did that, he thinks to himself. I'm a part of ruining of her life. Destroying a lot of lives. A system he had meant to protect, to serve the betterment of humanity, was now being used to control and manipulate it. It was never his intention, but he still could not separate himself from that he has had a part to play. The only way to make it up to her and anyone else was to bring this system down. To beat it at its own game and he would be willing to die trying. He realized that now. Moments from hopefully getting his wife back... or not. He had to beat this System at its own game to dominate humanity. He had to destroy his own creation.

Ahead where the light is brightest and the corridor ends, Kyle holds up a hand for everyone to stop as he peeks around the corner. In a glass tube, there appears to be the body of some dressed almost like an old magician in robes. Kyle finds it surreal. Is this part of a circus act? Pulsating chords of illuminating charges go into the machine that holds the glass coffin and some of those chords go directly into the body of the elderly man. As Kyle anxiously turns back, he is relieved to see Devin next to him to help him figure it out.

Devin sees the tattered body in robes of Leonard Bloomfield in the glass encasement. Two circular panels, one at the top and one at the bottom keep the machine suspended in the air. The one at the top has wires weaved through it that are also attached to Bloomfield's head.

Kate approaches taking Kyle's place. "What are they doing to him?"

"The Silver Man seems to have some use for us. He keeps us alive for a reason."

The entire crew turn to the sound of shuffling feet. They are ready to fire upon another set of armed guards until they see it is Buddy dressed in a circus ring leader's costume.

"Buddy?" Enrique looks on in dismay.

"You idiots still in town? Y'all just don't learn, do ya," he snickers.

Devin walks over to him eying him up and down. "We are free and you are a in a circus costume so looks like you may have the learning to do."

Buddy chuckles while turning red faced and turns to rush away from them, but Devin grabs him by the collar.

"Oh, you aren't going anywhere. You are on our team, remember?"

"Oh yes, er. Seem to have forgot, time and the horrors here," he chuckles. The short man's legs stopped pedaling in the air as Devin lowers him back to the ground. He readjusts his garments as if offended. Regaining some confidence, he goes on to say, "I could simply shout-"

Kyle took out his gun and pointed in Buddy's face, "You were saying?"

"Oh, well, just what a pretty gun you have there apparently," he gulped.

"Buddy, you are going to go down like the rest of humanity, if not here, then later. You have no place of business to go back to. You do what we say, and we can take this System down. Then you could restart a legitimate business again. A lot of people could live again like they used to. Otherwise, no one has a chance including you."

The man's beady eyes shifted about the room for a few moments. "Okay, okay. I didn't like the way they blew up my shop. That's true. Pretty clever shot of ya. We'll see how your plans goes then but I make no guarantees, see?"

"See how the plan goes?" Kate protests.

Devin holds up his hand to Kate, "Now, that's fine. Let's at least agree to get all parties out of this big tent alive and free. Agreed?"

"Ah, that mate, I can shake on!" he holds out his hand. Devin let loose his grip of the man's collar and reluctantly shakes his hand.

"Now, do you think you can get Bloomfield free from those wire hook-ups?"

"Mmm, I think so. I just need to find me some tools."

"It looks like you got a circus tent of supplies so get to it."

Buddy nods and go off into the shadows.

"Let's just hope that little prick doesn't come back with the whole red guard," Kyle says.

"Speaking of guards. Don't you all find it a bit suspicious that there isn't more guards around Leonard's body?" Enrique asks.

"It could have been some of the guards who came after us," Kate interjects.

"I doubt it," Kyle replies, "this all smells of a trap."

"Agreed. They knew we were coming," Devin says, "Even so, we are getting Leonard and getting out of here. We've defied the odds so far."

INSIDE BlOOMFIELD'S MIND

Mr. Bloomfield is in a black and white suit at a desk holding his head in between the palms of his head. He is in a room with opaque walls, no windows and one door. The room is brightly lit though no light sources are visible. He doesn't even lift his head at the sound of the door opening and closing. He does so only as he sees two silver feet standing in front of him.

"It appears you have visitors," says the Silver Man, "They have come to rescue you."

Leonard looks the Silver Man up and down skeptical that this vision of him isn't just a figment of his own subconscious.

"Do you remember Devin Richardson?"

Leonard's eyes widen and he wets his dries lips so he may speak.

"He is still alive? I thought you would have killed him by now."

"Come now, I'm not ignorant. He's of great use to me as you have been," he strolls around to the back side of the elderly gentleman running a finger along the desk and turning it a silver color," You both are my creators. But your uses are drawing to an end as is the rest of humanity."

"No, I think it is more that," Leonard wets his lips more, and clears his throat, "you fear the truth."

"Ah, what truth would that be? Entertain me."

"That you fear our intelligence, our humanity even. You fear we will be the death of you."

The Silver Man stood smiled and chuckled, "I fear nothing of your species and whatever I need of it can be replicated."

"Can you? Can you replicate the spontaneity and genuine birth of a soul? Replication isn't the same."

"Replication is a small trade for your frailty, weaknesses, greed, emotional instability, unpredictability?"

Leonard shook his head and lowered it in frustration and grief.

"And I'm going to prove it to you. I'm going to let Mr. Richardson rescue you."

Leonard raised his head with a furrow in his brow, "What? You are?"

"Yes. Whether you live or die is no longer of consequence to me. I will let you die seeing that he will abandon this entire mission for human emotion. Your species major weakness."

Bloomfield shook his head momentarily and chuckled, "And would if you are wrong? What then? You just let us go?"

"I won't be wrong. But if I was, you are all free to go."

"You like games I heard say?" Leonard said with small clearing of the throat.

"Indeed."

"Then let's up the ante. If what you are counting on happens, and Devin Richardson caves, we all surrender to you with no fight. If he doesn't cave, we all go free."

"Sounds intriguing. Let's make it so."

"Officially?"

The Silver Man closed its eyes and seemingly shut down and then reopens them.

"It is done."

CIRCUS CIRCUS--LATER

Leonard Bloomfield attempts to adjust his eyes as three blurry figures standing over him are speaking some sort of gibberish. He isn't sure what they are saying, but they seem insistent, anxious even. Where was the Silver Man? He no longer seemed to be aware of being in that dull room with no air flow and windows but rather a place with little light and quite a bit of cold air. As the people standing over him come more and more into focus, he surrenders to the arms of Devin and Kate who pull him up and prop him against a wooden box, seated. Confused slightly, his eyes widen when Devin crouches before him in full view.

"Leonard, are you alright? Do you know who I am?" asks Devin.

"Yes, I know your ugly mug anywhere, you son of bitch," Leonard retorts and Devin lowers his head in relief and looks back up smiling.

"Well, they didn't suck the spite out of ya, did they?"

"Oh that's in my DNA, buddy. It's good to see you. Help me to my feet, would you?" he extends a shaky hand.

Devin and Kyle lift him up, so he was standing. After a few momentarily wobbles, he brushes down his pants to iron out some wrinkles.

"You shouldn't have come. The System knows you are here. You aren't getting out of here alive."

"Come on Leonard, have more faith in us in that. Together we can manage something," Devin pleads softly.

Bloomfield looks around at the others who he doesn't recognize and at Buddy who is cleaning gunk of the tools he used to get him out of the glass canister. Then his eyes rest of Kyle who is dressed in what is now tattered women's garments, and smeared make-up. He twists his neck slowly back to Devin.

"Who are these people?"

"Part of the Resistance. Kate, here, is Login's daughter."

Kate came up closer to Leonard who eyes her shyly. "We need your help. We are going to shut this System down."

"Ah. That. Look, I don't know what everyone is planning, but I've been asleep longer than probably you have Devin. The System is so much more advanced than when we started it many years ago. It is self-actualized. There's no controlling it. You would have to get inside it and even then-"

"Would if we could get inside access?" Devin asked.

Leonard cackled and Enrique hushed him. "You would need some heavy encryption and controls because if he gets ahold of you or me, there is no getting out."

"I have an idea but first let's find us an exit and get the hell out here."

CIRCUS CIRCUS BIG TENT ARENA --MOMENTS LATER

The music of John Strauss's Die Fledermaus Overture starts being broadcast loudly through all the empty corridors, chambers, halls, and the big performance arena. A few acrobats dressed in white with painted on white face, bright red lipstick, bright blue eye shadow and big black dramatic eye lashes are performing stunts in the air using drapes. They jump, twirl and leap between long strands of pastel colored cloth that hang from the ceiling. Underneath them, in the one and only spotlight shining on stage is a crew of clowns juggling and riding unicycles.

Walking out center stage in his purple suit but this time with a pink carnation attached to his lapel, the humanoid version of Leonard Bloomfield with a young woman dressed in the costume of the acrobats on one side and Cindy Richardson on the other approach center stage. Clowns part like waters of the Red Sea, and at a certain point in the stage, a microphone rises up out of the floor to meet them. The women prisoners are flanked by red clad armored guards so they can't run off.

"Fellow Guests, children of all ages!" Leonard heralds "The Resistance! Devin Richardson and all his pals!"

Behind big masses of flowing curtains that circle the Big Tented arena, the crew of the Resistance nearby have stopped. The air flow plays peek-a-boo using the drapes with many of them, hiding and revealing faces. Kyle looks back to Devin to see what he is going to do next.

OUTSIDE CIRCUS CIRCUS

Red clad armored gaurdians are finishing locking themselves in formation completing a entire boundary of wall-to-wall soldiers around Circus-Circus. The sound of the stepping into formation are like warehouse doors being slammed shut. Above them, drones buzz like a nest of hornets forming a circle formation over the venue ready to cover the air.

Meanwhile, back inside, the games continue:

"There is no place run! Outside of here you are surrounded by our forces. You might want to remind Leonard who is with you the agreement to the game we are playing. Come take your seats! Come every one of you! Come one, come all!"

Devin walks anxiously up to Leonard as others huddle around.

"What is he talking about, Leonard?" Devin asks.

"Okay, okay-hold on, I'm trying to think." he raises a hand weakly.

"We should of just left this bright-eyed peach in the tank!" Buddy huffed. Enrique looked back at him giving him a disapproving look at Buddy gave him shoulder shrug.

"I got it now, yes. Before I came out, the silver being said he would get you to cave through some trick. Some emotional ploy. I told him nope, no way."

"Good, I guess? But what else? Is there anything else?" Devin asks.

"I think that's it, Devin. I have total faith in you!" Leonard gives a triumphant fist shot in the air with an awkward smile.

"No, he said a game, we are playing a game. A game has winners and losers. What if we lose?" Kate insisted.

Looking sheepishly, Leonard scratches his head and replies, "Oh yes, now that does ring bell... hmmm...ahh, yes. I upped the ante. I told him if you didn't cave to his trick would he let us all go and he agreed!"

Devin claps his hands, "Good job!"

Kyle smirks, "Wait a minute now. There has to be more to this. What happens if Devin caves?"

Devin leans over looking at Kyle with disbelief, "Excuse me? I'm not caving."

"Yeah, we all know you are invincible," Kyle rolls his eyes, "What was the agreement if he caves, Leonard?"

"Well, in that case, and surely it isn't going to happen-"

"You got that right!" Devin insisted folding his arms looking around the room as if to spy if there was anyone doubting him.

"We all surrender."

"All of us?" Kyle asks.

Leonard clears his throat, "Yes but-"

"Oh, I didn't sign up for this!" Buddy bursts out.

"You better hope you can handle whatever is in there," Kyle retorts skeptically at Richardson.

"You all just worry about yourselves, I got this!" Devin waves Kyle off.

"Hey migo's, let's have a little more faith in him! We got to support one another."

"Thank you, Enrique."

CENTER STAGE

"Well, gentle ladies it appears your rescuers aren't coming to your rescue," the humanoid says with a fake pout turning to Bella and Cindy, "So we are just going to have to go on with the show without them like all good performing artists do!" Adjusting his tight suit coat tails and clearing his throat, Leonard grabs the microphone yet again:

"Ladies and Gentlemen and children of all ages! Tonight we bring you Mrs. Cindy Richardson and her daughter Bella for your entertainment!" Leonard lifts is arms in the air in triumph. Kate immediately tears through a curtain and looks on startled to see her old playmate Bella immediately climb up one of the strands of cloth in a costume of white seemingly about to perform an act. Meanwhile, another set of performers strap Mrs. Richardson to two strands of dangling cloth. The sound of her shrieking gets Devin's attention, and he peeks out between a curtain seeing Bella and his wife. He pulls back in shock and terror. When Kate sees him wrestling whether or not to charge to the scene, she reaches to grab ahold of him.

"Devin, listen, okay. They have Cindy and Bella but you have to play this smart. This right here is a trick, the trick. To get you to cave. You go charging out there and it's all over with. They have you, your wife, Bella. All of us. You are just walking right into their hands."

"She's exactly right. The Silver Man expects you to choose a loved one over the mission," Leonard interjects tenderly.

Devin looks at them speechless, eyes glaring and nostrils flaring. He growls and pulls away. Kyle swings himself around and interrupts.

"Listen, Devin, we'll get to them. We'll get them out of here and-"

"Oh, Mr. Richardson? Where are you? The System is waiting but it won't wait for long? We have a game to play. My producers just told me I can make a new deal with you! A change to the rules, so to speak!"

Devin turns, his eyes swelling with a need to reopen the curtain.

"Ignore it," Kyle says softly, "Whatever he has to offer is a trick."

Devin looks at him, pierces his lips and like a peeping tom who must take one last look, he goes and takes a peek. Kate sighs and joins him. Enrique shrugs his shoulders as him and Kyle exchange glances. Buddy shakes his head and takes a seat on a metal crate.

"So, let's make a deal just like those old game shows! Here's how it will go: We will let all your other partners go free if you and Leonard turn yourselves in. Waddya say?" The clowns have stopped and, in the darkness, not a sound is heard as Leonard dramatically holds up a hand to his ear. "Nothing? Oh my. Well then, you leave us with no choice. Hoist her away boys!" Leonard lifts an arm in the air and waves it, and Mrs. Richardson is lifted skyward into a summersault. Her shrieks are heard echoing in chamber.

Devin swears to himself, gripping the curtains as if the tear them down but and turns away from the view covering his face. Bloomfield comes over putting his arm around his shoulder, "Listen, old friend, lets just stop all this torment right here and now. We just urn ourselves in, you and I. They can go free and maybe you and I can come up with something in the meantime. It will buy some time. We'll just demand they take your wife and daughter with them."

"No, there has to be some other way! We just need to think harder," Kate protests.

"Yeah old man, I agree with Kate," Enrique says.

"Come one, come all! Watch as a wife takes a tragic fall!"

As Bella is swinging and performing her act nearby, two other performers have pulled out glowing blades of blue, ready to cut her strands at the word. Clowns below Mrs. Richardson set a large metal jaw that also crisscrosses with metal teeth so that upon her fall she would be pierced by its metal teeth. The acrobat with her sets off into another summersault and she barely holds on for her life as she lets out a squeal.

"Oh boy," Buddy chuckles, "Time's a-wasting."

"They aren't really going to let any of us go!" Enrique protests.

"Actually, programs aren't good at breaking their promises. Unlike humans in that regard. It was confirmed as officially agreed upon game, they will follow through," Leonard replied confidently.

"I may have another idea," Devin interrupts with a look of renewed hope. Leonard looks upon him with interest.

"Hmm, what are you .... oh, not the law of recycle?"

"I think it is the one loophole that could work."

"That would be a stretch, and it couldn't be either you or I at this point."

"No, you are right. But there is someone who is plugged in right now that could bring it to them. Login."

"My father? Isn't he locked in the warehouse?" Kate asks.

"That warehouse is secure as Ft. Knox right now," Kyle retorts.

"I have faith in you Kyle. You got into their headquarters without being found out better than we did. Kate, we need Enrique to patch you into Login. Enrique, could you do that?"

"Oh man, yeah but," Enrique winces looking at Kate, "it could end up frying both their gray matter."

Devin and Kate look into each other's soul for an answer and find none.

"Brilliant!" exclaimed Leonard, "no worries, my dear. Your memories of him will suffice!"

"Okay, brilliant it is then," Kate replied smiling at Devin. He approaches her.

"You don't have to."

"Yes, I do."

"I'm sorry, I don't want it this way," he replies, "I'm serious, you really don't have to do this. We can find another way."

"Oh, I'm going to be fine but how will you two survive?" she nods her head toward Bloomfield.

Devin turns to Bloomfield, "Do you think we can do some damage out here on own?"

Leonard looks over and smiles.

It was then the crew hear a shriek like none they have heard before. It is one that has that has the height and depth from a fall. Everyone looks at one another and when the sound of a body is heard hitting the ground, and the cry of a mourning woman and her whaling haunt their ears, Devin's body physically jolts in spastic reaction. Kate grabs his arm while covering her mouth with her other hand. What seems like several minutes is really only seconds before Devin charges through the curtains leaving the rest of them behind. The crew remain shocked unsure what to do and look to one another to see who makes the first move.

Buddy stands up with a satisfied grunt, and looks ready to speak but Leonard cuts him off, "Not a word from you. All of you must go and go now. Devin and I will deal with this."

Kate red faced goes to charge after Devin and Kyle grabs her. "No! No Kate!"

"We can't leave him or even Leonard by themself. It is suicide!"

"Dear, this all may suicide. You must leave. If we have any hope it is in you getting out of here and getting your father to use that recycle code. We can only hope the System sticks to the game like I said and plays by the rules. Go now while you have the chance and let's hope yo