We find ourselves 20 minutes into the future in a Fringer wasteland of crumbling buildings as Mel and Rayna walk into view. The brutal body-snatchers Breugal and Mahler are back, and now openly hunting live specimens who are good tissue matches for wealthy clients. As we watch, they run down Rayna, test her for a match by (painfully) extracting a patch of skin from her back with a test instrument, then haul her away, leaving Mel beaten senseless.

Something ugly is going on for board member Miss Julia Formby; the wealthy figure Plantagenet is pressuring her to deliver the Max Headroom process to help preserve his dying mother's memories, as she can no longer be kept alive with transplants. He threatens to ruin Cheviot if he does not get the process, and insists that Formby "in particular" knows he can do it.

In the background, Edison Carter is breaking a huge new story, that of the massive amounts of old industrial waste underlying the city - or at least the "Fringes," where the down-and-out live. As the opening elements of the main story unfold, we hear Carter excoriating the politicians and "parents" of the prior generation for hiding this deadly waste and then forgetting it was there.

Mel is one of those watching the story and Carter's insistence that he will find and expose the guilty. Mel then hurries away in the darkness of the Fringe.

As the Network 23 board watches the end of Carter's report, Cheviot receives a call from Ped Xing. The chairman of Zik-Zak Corporation is still angry at the discontinuation of blipverts, and wants Network 23's new highly-rated presenter to pitch their products. They want Max Headroom. Carter returns to rousing cheers at control, and a license from Cheviot to continue pressing the story. We also find out that Max has been pressing Carter about some "lost" memories - apparently hangover-related.

Miss Julia Formby (not Mrs.!) is working with Bryce to see if Max can be made tractable, but when she reports back to Cheviot that Max is being difficult, he chides her strangely. It is clear that Formby is playing double agent - to Plantagenet and Network 23 on behalf of Zik-Zak - and that there is something about her and Cheviot we don't yet know.

Mel tries to call Carter but is blocked by Theora and network policy. Having seen her, Mel then kidnaps Theora and forces her to take him to Carter. After Theora and Carter overpower him, they get his story: Rayna is just the latest to have been stolen from the Fringes. The kidnappings are always girls, and always by the same two freaks in a van.

Using a Network 23 console and something called the "Diogenes program" (identified on screen as "Vid Ident"), Theora builds simulated photographs of the two thugs, their van and the missing Rayna. Unbeknownst to them, Bryce monitors their work and watches the faces being assembled. With the face photos in hand, Carter and Mel take to the Fringes, asking the denizens if anyone has seen these faces. Cheviot is concerned that Bryce is unable to control Max and get him to focus on the work for Zik-Zak. When Bryce says Max has all of Carter's personality but none of his self-control, Cheviot suggests that Max might talk sense to Carter.

In the meantime, the body bank is preparing to "crash freeze" Rayna, taking the risk of damage since all they want is her pituitary gland. In the Fringes, Carter has run into his streetwise friend Rik, who offers them "wheels" - his rickshaw. They set out to ask more people about the faces in the photos.

Rik takes Carter to see Pancho, a blind Fringer who apparently knows Reg, but Reg has gone home. While they are talking, someone steals Carter's vidicam from the rickshaw - a "hanging offense" for Network 23 employees. A Fringer girl, Paula, delivers Carter's vidicam to Blank Reg, who trades her some items for it just before Carter shows up.

Plantagenet is getting irritated at the delays in getting Mother the transplant she needs, and threatens the doctor with exposure if she dies before the Max Headroom process can save her mind. The doctor decides to move fast and "transfer direct." Plantagenet is also pressuring Formby to deliver the Max Headroom process, just as Cheviot is working to get Max to cooperate with Zik-Zak.

And Max has decided to cooperate... in his own fashion. He's on the air and running wild with his own viciously funny versions of Zik-Zak product promotions. After Bryce explains that pulling the plug would kill the whole network, he finds a way to isolate Max until Carter can be located to talk some sense into him.

Carter and Mel find Blank Reg at the mobile office of Big Time Television. Reg identifies the thug photos as Breugal and Mahler, and returns Carter's vidicam... for a price. Reg, Mel and Carter hunt the pair down at a sleazy Fringe bar, Caligula's, and after a brawl convince them to deliver Carter to the same body bank disguised as a corpse. When Carter jumps out, Dr. Moon kills first Dr. Mason and then himself.

Meanwhile, Miss Julia Formby, unable to get possession of the Max Headroom software, has dragged Bryce away to the Sybaris (Santui?) condo where Plantagenet waits. Max turns himself off, hiding in the check processing software area.

Carter is selling Murray on the body snatching story when Cheviot calls, furious that Carter has not reported in, that Bryce cannot be located and that even Formby has now disappeared. He threatens Carter with termination unless he drops his self-assigned story and talks Max into submission. Carter declines but is eventually convinced to work to everyone's benefit.

While looking for Max, Theora accidentally frees him from his own trap in Accounting. Carter answers Max's questions about fuzzy shared memories, mollifying him for the time being. Meanwhile, Formby is pressuring Bryce to access the Max Headroom process to save Mother Plantagenet's mind, but Bryce is disturbed that they will kill Rayna to accomplish the transfer. He manages to use elements within Max's files to send a message to Carter, who is instantly on his way to the condo.

As Max links into the condo terminal through Bryce's file and Theora sees the scene through the two-way sampler, Carter crashes into the condo. Mel attacks the doctor, saving Rayna, but we hear Mother's life support go flatline in the background. Carter confronts Formby, goes live with the story, and brings down the corrupt body bank. And Max does a straight Zik-Zak lead-in for the whole thing.

In the end, Cheviot's affair with Formby remains a secret and with the past firmly put into the past, they prepare to continue the unending ratings battle.

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* AristocratsAreEvil: The super-rich who literally prey on the poor for their organs are this.
* BrainUpload: The effects of Max's technology, which the rich wants to use it to achieve immortality.
* CantKillYouStillNeedYou: In order to get rid of Max, they'd have to destroy the entire Channel 23 network. This allows Max his GeorgeJetsonJobSecurity.
* CouldHaveAvoidedThisPlot: Mel kidnaps Theora to get Carter's help in finding his girlfriend, clearly not realizing what sort of guy Carter is.
* KarmaHoudini: Despite her role in an OrganTheft ring and kidnapping, Formby gets nothing more than a light scolding by Cheviot.
* TheQuincyPunk: Reg fits all the appearance but is actually one of the BigGood characters in the series.
* ReedRichardsIsUseless: Averted as the rich now want to save their minds online.

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