After a chilling commercial from Security Systems ("No matter where you go, there we are"), we find ourselves 20 minutes into the future with Carter and Martinez circling a tall building, the elite Sybaris Residential complex, as Carter recites the opener for his story: a company named Security Systems Inc. provides "electronic walls" and security for a large part of the world. Someone is trying to take over the company, but no one knows who or why.

Suddenly, lights and alarms go off: the chopper has lost power and is going down. As Theora watches in horror, they spin out of control and all but crash land atop the Sybaris tower. Murray is unconcerned, which surprises Theora until he tells her that it's all an elaborate setup to get Carter inside Sybaris to talk to the head of Security Systems. A "convincing performance" was needed from her... and she stalks off in an understandable rage.

Meanwhile, Martinez distracts the Sybaris security guards while Carter sneaks down the roof staircase. To his surprise, he is admitted to Valerie Towne's luxurious apartment. Towne is the current CEO of Security Systems; she appears on a video wall and admits it would have been fruitless to try and evade Carter's attempts to interview her.

The ensuing problem is that Towne is absolutely convincing in her story about the takeover attempt of her company, and a voice stress analyzer shows she is telling the truth. Carter's story is in jeopardy, even though his hunch is that something is still wrong. Security Systems Inc. has too much power and is too tempting a prize for those seeking illicit ends.

Murray isn't convinced there is a worthwhile story in the situation, and gives Carter overnight to come up with enough to keep it going. He calls Valerie Towne in an attempt to get further help from her, but she refuses and hangs up. Then, someone unseen is communicating with Security Systems' A-7 mainframe, calling up files on Edison Carter. A-7 agrees that Carter could be a threat to SS, and offers to "isolate" him...

Carter arrives at his condo tower to find his credit tube inoperable in opening the door. He's been locked out, charged with first degree credit fraud, and is wanted by the Metrocops. He runs. Almost immediately, he is forced to ditch his vidicam - by which he can be tracked - as the Metrocops show up at Network 23, looking for him. Cheviot backs Murray and Theora when they fail to cooperate with the Metros, but is angry that Carter's show will have to be replaced with a rerun, costing them millions.

Theora listens while Bryce explains Security Systems' powerful AI mainframe, A-7, and how difficult it will be to crack. Carter, now a full-fledged fugitive, runs to the only haven he knows... Blank Reg. Reg welcomes him into "the fraternity of the last free men," but Carter doesn't want to be a Blank. He calls Valerie Towne for help, but to no avail - she's been fired as CEO of Security Systems.

Reg directs him to their friend Rik, who might know someone who can crack "ice" as hard as Security Systems's. He can't - any more, as he puts it - but suggests someone who is more on line would have a chance. When Carter asks who is the most on line? Rik pointedly tells him to look in his own back yard.

Carter sneaks back into Network 23 and barely has time to hook up with Murray, Theora and then Bryce... before Bryce notes that Security Systems handles Network 23's security. So now they are all on the run, jammed into Rik's rickshaw and hiding at Big Time Television.

Bryce and Reg confer over the resources and decide to use Big Time's smallest transmitter to try and sneak into SS electronically. The problem is that they have to be very close... so with Murray and Theora running a diversion, they sneak the Big Time bus close to the SS building and tap in.

And tap in they do... Bryce sneaks past the security until he's all the way in to A-7's housekeeping functions. When out of the blue, up pops Max, who apparently tagged along with Bryce's other programs. Being Max, he decides to see where the link wire goes... which is straight into Security Systems's mainframe. At that moment, A-7 detects the intrusion, guards spot the Big Time bus, and they are forced to run for it, leaving Max behind in the SS computer.

As Max makes A-7's acquaintance, the others are plotting how to get back in and both get Max out and get Carter's corrected file back in place. Bryce says that he has access to A-7's housekeeping... including clearances... and in a short time, Bryce and Carter are inside the SS building, looking for a place to access A-7.

Even though they're spotted by two SS technicians, no one thinks anything of it because they both have clearances (and of course the system is right!) Carter and Bryce find themselves face to face with both A-7 and Max, who helps Carter charm A-7 into telling the whole ugly story.

The supposed takeover of SS and the firing of Valerie Towne are all a sham, orchestrated by Towne herself as part of an attempt to take over control of all electronic security, as well as Zik-Zak and Network 23. The story is taped and the secret blown when Towne herself appears, takes charge and has Bryce and Carter thrown in a thermal testing chamber. The story will be that they broke into SS headquarters, wandered where they shouldn't have and "accidentally" froze to death.

Max, still in the SS computer system, sees this and convinces A-7 to help. When Valerie Towne bursts in, A-7 defies her order to erase Max and instead changes Towne's file, sends a complete report on her illegal activities to law enforcement, and frees Carter and Bryce.

The story is out, Security Systems is to be broken up into less powerful pieces, Valerie Towne is under investigation... and A-7 has been removed from service for "extensive reprogramming." As Max put it... what a team!

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* BitchInSheepsClothing: [[spoiler: Valerie Towne is a lot less innocent and supportive than she appears. Even Carter is fooled for a bit.]]
* ConsummateLiar: [[spoiler: Valerie Towne turns out to be able to beat the ultimate lie detector test due to the fact her company is the one which administers it.]]
* ExplainExplainOhCrap: While inside the Network 23 building, Edison bemoans that his records are permanently tainted because Security Systems just has that much authority. Bryce absentmindedly comments that they contract everywhere, even Network 23! Everyone stops and slowly looks at the security camera watching them...the next shot of the group has them booking it through the parking garage.
* FalseFlagOperation: [[spoiler: SS is attempting to become a global corporate power by faking its own takeover to drive up stop.]]
* GrowBeyondTheirProgramming: Max helps A-7 do this.
* MeaningfulName: There's a reason the security company has the initials SS.
* MindScrew: Max deliberately invokes this on A-7 to help her break her programming - she only detects people by sound, and Max and Carter sound exactly the same, so she thinks Max is somehow in two places at once. It helps that Max clues Edison in to the idea of copying his video-stutter.
* OhCrap: Everyone when the break-in attempt fails and the Big Time TV bus has to abruptly make a getaway. Further for Carter when he realises Max is still trapped within the SS network.
* WhatHappenedToTheMouse: The fate of A-7 becomes this since she's sent for reprogramming but had shown herself to be mostly human.
* WorstNewsJudgementEver: Inverted as Carter has a serious story about a corporate takeover that could potentially effect the entire world but has trouble getting it on air because it doesn't have anything "sexy" or violent.

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