PHANTOM 2040 (35 x 30')

SYNOPSES

Episode #1: "Generation Unto Generation. Part I"

As the futuristic city-state of Metropia is threatened by a mysterious riot, eighteen-year-old Kit Walker discovers he is to become the 24th Phantom, whether he likes it or not.

In the summer of 2040, KIT WALKER is an ordinary, 18-year-old university student whose life is unexpectedly changed when he is sought by GRAN, a mysterious African who has returned to the city-state of METROPIA for the first time since

Kit's father disappeared sixteen years earlier. But before Guran can contact Kit, deadly robotic Biots attempt to kill Guran, wounding Kit's AUNT HELOISE. Kit's investigation of the attack takes him deep beneath the city's streets where he discovers a remarkable underground jungle. Here, Kit finds Guran, who reveals that Kit's destiny is to become the 24th Phantom in an unbroken line that began in Africa in 1566. At first, Kit wants no part of becoming the Phantom. But that night he uses his new Phantom equipment to inadvertently stop an inexplicable riot that threatens the city. After his success, Kit reluctantly decides he has no choice but to accept his new role. Though he has no idea what it means to be the Phantom, he believes he is going to learn quickly.

Episode #2: "Generation Unto Generation. Part II"

As riots spread throughout Metropia, Kit must confront his father's old enemies in an attempt to save the city and solve the mystery of his father's disappearance.

After catching and deactivating one of the Biots that attacked Guran in Episode 1, Kit examines it at his Ghost Jungle Lair and learns it was programmed by MAXIMUM, INC. Guran reveals that Kit's father‹the previous Phantom‹disappeared while fighting Maximum, Inc., so Kit decides to infiltrate the corporation's mile-high headquarters to find out more about his father's fate. Meanwhile, we learn that Maximum's president, REBECCA MADISON, is responsible for causing the previous night's riot as a way to blackmail the City Council into approving her plan to build CYBERVILLE‹Biot-only compound in the heart of the city. Rebecca holds the previous Phantom responsible for the death of her husband, who died the night the previous Phantom disappeared. Rebecca's biomechanical Chief of Security, GRAFT, sets a trap for the Phantom in Maximum's headquarters. But the Phantom defeats Graft and prevents Rebecca from causing any more riots. After sixteen years, the battle between the Phantom and Maximum, Inc. has begun again.

Episode #3: "The Sum of the Parts"

When Dr. Jak shows scenes of a false Phantom terrorizing Metropia, the real Phantom must prove his innocence by battling a deadly new type of shape-changing Biot.

Rebecca's son, MAX, has perfected a prototype of a FRACTAL BIOT, called HEISENBERG, which is able to change its shape.

Max uses Heisenberg to discredit the Phantom by having the Biot commit crimes while in the Phantom's shape. When PROFESSOR JACK ARCHER watches the real Phantom battle the Fractal Phantom on Dr. Jak's program, he realizes his student, Kit Walker Jr., is the Phantom. Archer offers to help Kit in his role as the Phantom, though Guran disapproves of Kit's secret being shared.

After a climactic MULTICRUISER chase through the skies of Metropia, the Phantom risks his life to pull Max from a crashed 'Cruiser before it explodes with Heisenberg trapped inside. Though all believe that Heisenberg has been destroyed, he reforms himself without any memory of who or what he is. In the final scene, Heisenberg meets BETTY‹a blind street musician‹who will be his teacher as he starts his journey to become the first Biot who is self-aware.

Episode #4: "Fire and I.C.E."

When a 12-year-old takes over the Lair's computer, the Phantom must reveal his secret identity to the mysterious Mr. Cairo in order to save the child from Graft's attack.

The Phantom is nearly tricked into revealing the Lair's location when he breaks into Maximum's computer system. However, he is saved by a warning from a 70-year-old computer hacker named ALICE. On another break-in attempt, the Phantom is warned of a second trap by the mysterious MR. CAIRO, who appears only as a hologram. Mr. Cairo identifies himself as a "dealer" in information, and gives the Phantom Alice's address as a sample of what he can do.

Kit Walker visits the address in a poverty-stricken sector of Metropia and discovers that Alice is really a 12-year-old street kid named SPARKS who uses his homebuilt computer equipment to change his face and voice on the network. When Sparks links up with the Phantom's computer long enough to use it to break into Maximum's system, Graft believes the attempt is the Phantom's and launches an all-out attack on Spark¹s home. Mr. Cairo offers to trade the attack's location for verification that Kit is the Phantom, as he suspects.

With Sparks's help, the Phantom defeats Graft, but Sparks is left homeless. The Phantom then invites Sparks to live in the Lair with Aunt Heloise and the others. Meanwhile, Rebecca offers Mr. Cairo a fortune for the identity of the Phantom and for reasons we don't learn, Mr. Cairo unexpectedly acts as if he doesn't know the answer.

Episode #5: "Reflections of Glory"

As the crucial CyberVille vote nears, the Phantom falls victim to the hypnotic power of 2040's most popular singer and learns the terrifying secret of the Maximum Era.

The Phantom learns that 2040's hottest singer, VAINGLORIA, is being used by Rebecca Madison to brainwash the children of Metropia's City Council members in an attempt to have the Councilors vote to approve CyberVille. The Phantom spoils the attempt only to learn that VainGloria was a distraction. While the Phantom went after VainGloria, Rebecca "fixed" the Council vote through bribery.

After the groundbreaking ceremony for CyberVille's construction, the Phantom finally confronts Rebecca face to face. The Phantom has learned that CyberVille is actually part of Rebecca's plan to bring on the MAXIMUM ERA ‹a reconfiguration of the Earth's polluted ecosystem which will result in the deaths of all people not protected within the safe confines of CyberVille. Though he is enraged enough to kill Rebecca there and then, the Phantom follows the dictates of Phantom justice and lets Rebecca live, though he swears he will stop her and her plan to decimate the Earth.

That night, back in the Lair, the 24th Phantom recites the Phantom's Pledge for the first time, taking his place among all the other Phantoms in the fight against injustice and evil.

Episode #6: "Shadows from the Past"

An African warrior sworn to destroy the Phantom poisons Guran, sending Kit on a desperate race into the Ghost Jungle where he finds unexpected help from his father.

Graft's plan to ambush the Phantom is thwarted when NIA joins the attack, trying to avenge her family's loss of power when the Phantom's Peace helped unify Africa. During the confusion, Guran is hit by one of Nia's blowdarts. Guran has less than 24 hours before the nerve toxin on the dart kills him.

There is only one source for the antitoxin that can save Guran‹a medical facility in Antarctica. Graft, Nia, and Max go there to wait for the Phantom to arrive. However, Guran has become delirious and run into the Ghost Jungle, where the legendary SHADOW PAN HER suddenly appears. As the Phantom searches for Guran, Sparks and Archer make the sub-orbital trip to Antarctica.

Nia, Graft, and Max follow Archer and Sparks to the section of the jungle where the Phantom has found Guran. The Phantom uses 20-year-old equipment left behind by his father to defeat them. Then he returns to his Lair where Guran is recovering. However, neither Aunt Heloise nor Guran will answer Kit's questions about the Shadow Panther, which Kit is certain he saw an instant before he found Guran, almost as if Guran had somehow turned into the Panther. Kit suspects that his friends are keeping something from him, but he's determined to solve all the secrets of the jungle in the time ahead.

Episode #7: "The Blot in Red"

The Phantom is trapped between rival forces attempting to retrieve a valuable message cylinder stolen from an orbiting space station.

A message cylinder stolen by a spy from an orbiting space station falls into the hands of Max, Jr. Following a melee with HEISENBERG, the shape-changing Biot, and his jazz-playing friend, BETTY, Max hides the cylinder in Betty's saxophone case. Betty takes it to the Phantom. Knowing the value of the cylinder, Dr. Jak sends his Biot assistant, PAVLOVA, to hire an undercover agent to find its whereabouts. Pavlova goes directly to Jack Archer.

During their second meeting, Pavlova and Jack Archer are taken hostage by Max. Max won't release them until the message cylinder is returned. The Phantom realizes the threat he faces when Sparks decodes the message cylinder. It contains a map indicating the location of the Phantom's secret Lair.

The Phantom exchanges a modified cylinder (which conceals the location of the Lair) for Pavlova and Archer. Heisenberg proves to be a Biot with a heart, when he helps Phantom free the hostages -- all because of his love for Pavlova. Maybe Biots aren't simply unfeeling heaps of metal after all ...

Episode #8: "The Good Mark"

The Phantom fights to clear his name when Sagan Cruz's corrupt Commander is paid off by Graft to frame the Phantom for causing the Great Train Wreck of 2024.

Graft wants to leave the service of Rebecca Madison and Maximum, Inc. Rebecca points out that she controls Graft and he can't leave her employ. However, she will allow him to fulfill his desire to kill the Phantom. In order to condemn the Phantom, Graft presents some of Maximum Inc's private files which indicate that the Phantom is responsible for causing the toxic Great Train Wreck in Grand Central Station. Graft enlists the Commander of the Enforcers to carry out the plan. However, live on Dr. Jak's show, the Phantom exposes Graft's plan to tarnish his reputation. The humbled Graft returns to Rebecca having failed in his mission.

Guran presents the Phantom with part of his past: a second Phantom ring bearing `The Good Mark.' The person bestowed with The Good Mark is placed under the Phantom's protection. The Phantom presents Sagan with the Good Mark for helping him defeat the treacherous Commander, forging an alliance between the two forever.

Episode #9: "Dark Orbit. Part I"

Sean One, an orbiting terrorist born and raised in space, completes the construction of a deadly weapon capable of destroying Metropia.

The Phantom investigates a purported shipment of radioactive materials aboard a Maximum, Inc. cargo carrier. He makes a narrow escape before it inexplicably explodes. When no radioactive material is recovered from its remains, the Phantom draws an astonishing conclusion: the radioactive materials had been previously unloaded from the ship. Rebecca Madison learns of the disaster, and suspects that the materials intended for a Maximum, Inc. mega-weapon have been diverted by Sean One, an orbiting "Stringer" (born and raised in space, people so-named for their bodies distended by the zero gravity.) Sean One and the other orbital peoples want to declare their independence from Earth, and to build space colonies which they believe are the only hope for humanity's future.

Sean One is constructing a powerful death ray on the orbiting Damocles Platform, capable of destroying the city-states of Earth. GORDA, a colossally powerful trader based in Australia, is helping Sean One realize his plan by hijacking Maximum, Inc.'s transport vessels. When the Phantom is found aboard a second transport ship, Graft nearly kills him. Rebecca believes the Phantom is working against her, and doesn't realize that Sean One is their common enemy. Although the second vessel is destroyed, Sean One succeeds in sacking its goods. Gorda has now helped Sean One achieve his ultimate dream: to create a weapon powerful enough to ruin Maximum, Inc., and to put Earth at his mercy.

Episode #10: "Dark Orbit. Part II"

The Phantom must team up with an unexpected partner to stop Sean One's plan to destroy Metropia.

The Phantom, Guran, Max, Jr. and Graft go to Australia to gain access to Gorda -- the 21st-century pirate who has provided Sean One with materials to complete the deadly ray on Damocles Platform. To entice Gorda, the four carry with them highly coveted DIAMOND RIBBON. Mr. Cairo -- the mysterious trader operating in cyberspace -- connects them to Gorda. They venture to her Outback estate under the pretense of negotiating a deal with her.

When they arrive, they ambush her Biot security force, and attempt to gain access to her communications center. Their plan is set back as Guran and Max, Jr. are apprehended and taken hostage. Through the Phantom's wiles, the hostages are freed, as the threat of Sean One's death ray looms closer and closer. The Phantom and Graft join forces to fight Sean One. Their battle takes place not on Earth but on the orbiting platform, with "drone" Biots which they control via virtual reality connections. As the Platform's burning ray is about to vaporize Metropia, the Phantom succeeds in disarming the weapon, saving the city-state from certain ruin.

Episode #11: "The Ghost in the Machine"

Maxwell Madison, Sr. "reanimated" as a Biot, goes to Grand Central Station to discover the shocking truth about his own death.

On the eve of the opening of CyberVille, Rebecca Madison is engaged in her longtime pursuit -- creating a Biot driven by the brain of her beloved dead husband, Maxwell, Sr. The Phantom knows that Rebecca is experimenting with sophisticated medical technology, and wants to find out why. Sparks volunteers to break into Maximum headquarters. After a hair-raising expedition when he is nearly exterminated by security Biots, Sparks succeeds in entering Rebecca Madison's private office. There he discovers the Biot made from her husband's brain -- the MaxBiot.

The MaxBiot takes Sparks to the CyberVille opening ceremonies. There, the MaxBiot becomes so enraged when he can't recall years of his life, and feels he missed out on his son's childhood, that he takes Max hostage -- much to the astonishment of Rebecca. The MaxBiot then goes to Grand Central Station -- the site of his death -- where he relives the memory of the night he perished in a train wreck. Through the MaxBiot's distorted memories, we discover that the previous Phantom might have been responsible for the crash. The MaxBiot also realizes that he is not a human, and throws himself into the toxic waters, dying a second time, forever.

Episode #12: "Lasers in the Jungle"

Graft and VainGloria gain access to "Sector Zero" -- the underground site of the Great Train Wreck in Grand Central Station -- and the site of the Phantom's hidden Lair.

The Phantom lures Graft into the Ghost Jungle so that he can conquer him when he's least expecting an attack. The Phantom creates a hole leading into the underground jungle, and soon Max, Jr. sends Graft, VainGloria and a legion of Biots to destroy the Phantom.

In the underground jungle, Graft's Biot army suffers terrible casualties. Graft himself nearly drowns in a pool of Ghost QuickSand. When VainGloria is endangered, the Phantom saves her. But when Max calls in reinforcements, the Phantom fears that his plan may have backfired. By bringing Graft underground, he might have inadvertently revealed the location of his Lair, and sacrificed the secrecy of his identity.

The Phantom, aided by Sparks on the computer, projects a false virtual image of the Lair to the Biots, making them perceive only ruins. When Graft leads his troops into Sector Zero - - site of the toxic Great Train Wreck -- he realizes that he and the Biots risk being poisoned. Graft and his minions leave in defeat. The secrecy of the Phantom's Lair is preserved.

Episode #13: "Three Into One"

In a Maximum, Inc. experiment gone awry, the minds of three people are united, unleashing a tremendous destructive force.

Kit, Sagan and Sparks make an outing to Vanity Faire -- a virtual theme park. Passing over the park in a HyperCruiser is LYNN WU, a police officer whom Sagan knew at the academy, and a criminal she arrested, ZONER. When the `Cruiser nears VAL DECKERT, a woman attending the theme park, a tremendous force is generated. The three are put in a trancelike state, and glow with an eerie blue light. They break through theme park security, and go on a crime rampage. When the Phantom returns to his Lair, Mr. Cairo appears to him and makes an incredible announcement -- the Metropian police force needs the Phantom's help to stop this lawlessness.

Sagan and the Phantom are given a debriefing by Mr. Cairo who indicates that another robbery is in progress. The Phantom and Sagan rush to the scene of the crime. There, Sagan recognizes Lynn as her former academy mate. Lynn states that she no longer exists -- she has been absorbed into a collective force with the other two ‹ a force called TRIAD. We learn that Maximum, Inc., twenty years earlier had experimented with "psionic" powers -- the collective energy of multiple brains merged as one. The sum of these minds is greater than that of the parts, yet the results are unpredictable.

The Phantom and Sagan return to Vanity Faire, where they suspect Triad has taken refuge. Lynn, Val and Zoner are working in a basement studio, attempting to construct other Triads. Sagan makes contact with Lynn, who breaks out of her collective mind and recognizes her, before slipping back into her trance again. When Assault Biots arrive and attempt to terminate Sagan, Lynn jumps in the way, sacrificing herself for Sagan. Triad --and the potential to create others -- is eliminated.

Episode #14: "The Gauntlet"

Sparks discovers his parents' fate when the Phantom investigates a horrific Maximum medical research project linked to CyberVille.

On the eve of the destruction of an old building in Metropia, Sparks has an astonishing revelation. As a child, he had lived in this building with his parents. He was not abandoned as he had always believed. He learns his parents were kidnapped to be part of

Maximum, Inc. research project on the human mind -- GAUNTLET. Computer records show they are still alive.

The Phantom and Sparks go inside CyberVille to locate Spark's parents. Sparks sneaks into the central computer banks to find Gauntlet, and is confronted with a "morphing" apparition of his own parents -- their minds have been downloaded into CyberVille's computers. They break out of the trance of their Gauntlet mind. They recognize Sparks, and urge him to destroy them so they are not entities that kill for Maximum, Inc. Sparks extinguishes their power supply and they fade away. Before they disappear, they tell Sparks that they love him. Sparks realizes that he is not an orphan at all -- his parents now live on inside him.

Episode #15: "Life Lessons"

Heisenberg, the "morphing" Biot, reveals that machines have an unsuspected ability to care when the Phantom races against time to prevent a deadly explosion in CyberVille.

The Phantom and Graft suspect that a nuclear reactor has been placed in the heart of CyberVille, and go to the Entrance Pavilion to investigate. Graft and several construction Biots take them by surprise. A battle ensues. The Phantom fires at the Biots and Graft, and fells a female "Riot" -- who bleeds! Other construction "Riots" call an ambulance, revealing that there are humans masquerading as Biots who labor at the construction site.

The Phantom goes to the hospital where the injured "Biot" has been taken. Her name is MALLORY, and she is human. She tells how the animal shelter her family ran was destroyed by Maximum, Inc. so that CyberVille could be built. Mallory was reduced to working as a Biot to earn credits to move to another city-state. She also tells how some Biots have taken on human-like characteristics, as they become "self-aware." When the Phantom learns that the reactor in CyberVille has been damaged by Graft's blast, and may irradiate the workers inside, he goes there to save the humans.

Sagan, who has gone undercover in a Biot disguise and is within CyberVille, is captured by Max, Jr. The Phantom, with the help of Heisenberg, sets her free. In the reactor room, Heisenberg, the Phantom and Sagan fight Graft before the reactor explodes. Thanks to the ingenuity of Heisenberg, and his abilities to change his shape, the Phantom and his allies flee from the reactor's core before the destruction occurs. Damage to human ‹ and non-human -- life is averted.

Episode #16: "The Magician"

The secret of the Phantom's identity is threatened when Graft discovers a link between the previous Phantom and a mysterious world-renowned magician.

Maximum, Inc. is trying to get information concerning the whereabouts of a legendary illusionist known as STEELE. Mr. Cairo attempts to broker their request, but discovers that he is barred from accessing this data. Cairo goes to Sagan, urging her to go where he can't -- to old physical police records. Graft and Max, Jr. descend upon Steele's residence in Metropia. Through his ability to create illusions, Steele manages to evade them.

Steele retreats to the safety of the Phantom's Lair. The Phantom, Guran and Heloise discover him there, and Kit learns about Steele's close association with the previous Phantom and the Walker family -- including a romantic liaison with Heloise in Paris thirty years earlier. By probing the memories of Max, Sr.'s brain, Graft learns the location of Steele's country mansion, and plans to ambush him there.

Graft and an army of Biots arrive at Steele's mansion. Steele fears that Graft will find mementos of the Phantom which would divulge his identity. After a brave battle during which Steele uses his powers of illusion to foil Graft, Steele and the Phantom flee the mansion which is overrun with Biots. Steele makes a bold decision to destroy his mansion to protect the Phantom's secrets. From high in the air, driving in Hero, the previous Phantom's flying car, Steele sends a torrential fireball, torching his home and his past, but preserving the Phantom's identity forever.

Episode #17: "Swifter. Higher. Stronger"

A Maximum, Inc. nanotechnology experiment transforms a Metropia University student into a star athlete whose superpowers threaten the Phantom's life.

Kit and Sparks go to Metropia University's track, and see Kit's friends Tranh and Jenna (from Episodes I and 2.) Tranh and Jenna complain that they never see Kit anymore. On the field, they meet KRIS, a star track-and-field athlete. She's just broken another record, and Kit and Sparks wonder whether there is something that is making Kris suddenly excel in sports.

After breaking yet another track record, Kris confides in Jenna about the secret to her strength. She has been enhanced by "fractal subcomponents" -- which have been supplied by Maximum, Inc. The Phantom tracks down Jenna, who directs him to Kris' gym. There the Phantom is ambushed. He escapes, after being pummeled by Kris, who has superhuman strength.

At the Olympic-style competition, Kris becomes so aggressive and violent that she destroys not only Biots, but her chances at being a star athlete. Only the Phantom can contain her power and wrath. Kris doesn't prevail. Her gift from Maximum, Inc. has proven to be the key to her ruin. She is only an Olympic hopeful, for her superpowers do not make her a winner.

Episode #18: "Down the Line"

The Phantom receives strange messages from a future Phantom which urge him to violate his Pledge never to kill.

The Phantom receives a mysterious communication from a future Phantom who describes the world of 2157. The Earth is devastated. A privileged few survive and prosper in CyberVille; the remaining populace scavenges on the outside, barely subsisting. The future Phantom makes a proposition to the present Phantom: in order to change the course of history, the Phantom must kill Rebecca Madison even though this violates the Phantom's Pledge to never kill.

Following the future Phantom's instructions, the Phantom destroys a shipment of crystals, which delays the construction of CyberVille. Rebecca suspects that someone is sabotaging her plans. She flies to New Tokyo to attend a CyberVille investor meeting from which she has been barred. There, in her stead, she finds an unexpected guest -- Sean One. The future Phantom informs the Phantom that his opportunity to kill Rebecca is in New Tokyo. The Phantom goes to there to investigate things further.

A great battle ensues in the boardroom meeting. The Phantom realizes that Sean One has been generating images of the "future Phantom." His intention was to induce the Phantom to kill Rebecca so that he could take control of CyberVille. The Phantom exposes Sean One's ploy, and does not kill Rebecca. Sean One has been temporarily defeated -- but Rebecca and CyberVille are back on track.

Episode #19: "Control Group"

The Phantom captures a Blot which has been downloaded with Graft's brain, and learns the shocking secrets of his enemy's origin.

Rebecca Madison performs an experiment in which she downloads Graft's brain into a Biot. Graft and the GraftBiot track down the Phantom, who is investigating a Maximum, Inc. construction site. With the help of Sagan, the Phantom succeeds in apprehending the GraftBiot.

Back at the Phantom's Lair, the Phantom and Sparks examine the GraftBiot, and find they can tap Graft's memories and play them back in virtual reality. They discover that after he became a hero in the Resource Wars of 2015, Graft was hired by Maximum, Inc. However, when Graft revolted against Maximum's destruction of the rainforests and the decimation of indigenous peoples, he was horribly injured and became a cyborg under Maximum's control. Meanwhile, Rebecca Madison is pleased that the Phantom has gained possession of the GraftBiot, for when it returns to her, it will inform her of the location of the Phantom's Lair.

Maximum, Inc. is dedicating a memorial to veterans of the Resource Wars. The Phantom learns from Graft's memories that a deadly particle cannon will be part of the memorial. He goes to the memorial site and confronts Graft about his past. Does Graft want to be a hero as he was in his past, or does he want to aid Maximum, Inc. in its evil fight? Graft proves that a noble spirit lies within him, and tells the Phantom the secret to disarming the cannon. What the Phantom doesn't know is whether Graft will tell Rebecca that her most deadly weapon is now useless.

Episode #20: "A Boy and His Cat"

The Phantom must battle a deadly new Biot force when Maxwell Madison, Jr. becomes trapped in a virtual reality trance.

A fire rampages through the Maximum, Inc. headquarters, and Sagan and the Phantom rush there to help. They are confronted by a deadly Biot -- LEGION -- which is operated by remote control by Max, Jr. The Legion Biots are sent out of control when Max is knocked unconscious during the fire, and is trapped in his datasuit. When the danger subsides, Rebecca hires CORDWAINER BIRD, an eccentric techno-wizard, to remove Max from the virtual reality limbo he's trapped in. Meanwhile, hordes of Legion Biots cause destruction throughout Metropia. Only when the Phantom contacts Max through virtual reality and saves him from a crazed artificial intelligence does the danger subside. Max is convinced to stop the war on Metropia, and to save himself, though he chooses to remain in a virtual fantasy world.

Episode #20A: "Rite of Passage"

In order to truly fulfill his duties as the 24th Phantom, Kit Walker must learn to see through the eyes of both his friends and enemies. Maximum Inc. is determined to destroy the world and the Phantom is the people's only hope. If the Phantom is ultimately to prevail over Maximum's cast of evil characters, he must learn to fully understand their motivation. He must learn to see, think, and feel as others do.

The Phantom relives past adventures with the people closest to him - Guran, his mentor; Aunt Heloise, his protector and parent figure; Sagan Cruz, his respected partner against evil; and Sparks, a brave, young friend whose strength has inspired him. Each of his friends has taught him something valuable that he carries with him each time he battles Maximum Inc. and continues his fight for justice. His reflections of the past give him a deeper understanding of those who are a part of his life and his struggle to save the world.

Episode #20B: "The World is My Jungle"

In the world of 2040, Maximum, Inc. threatens the safety of every living thing on earth. As the Phantom, Kit Walker has bravely battled Maximum Inc.'s shrewd leader, Rebecca Madison; her twisted and misguided son, Max Madison, Jr.; Graft, Rebecca's right hand man; and their legions of biots.

The Phantom faces the difficult challenge of understanding his enemies in order to be successful in his battle to save the world from the evils of Maximum Inc. If he is to prevail, he must see the world through the eyes of those who seek to destroy him.

The Phantom explores the pasts of Maximum Inc.'s powerful leaders and learns the motivation behind their evil. Each has traveled a difficult path to get where they are, and the Phantom comes to better understand why they have come to be who they are.

Beginning with a mysterious and tragic train wreck sixteen years earlier that killed Max Madison, Sr., The Phantom explores Rebecca's determination to carry out her husband's plans and comes to recognize the pain behind her evil plots. He learns of the loneliness that has created a confused Max, Jr., who is lost between his present reality and the past. And tries to understand why Graft, a former hero and warrior for justice, has turned to a life of violence and hatred.

Through his journey, The Phantom develops a greater understanding and deeper awareness of his enemies and ultimately gains the strength and wisdom to defeat them and continue his battle to help the world survive.

Episode #21: "Sanctuary"

A deadly new enemy hunts the Phantom in the Ghost Jungle as the mysterious Shadow Panther's secret is revealed.

Nia, the African warrior (whom we met in Episode 6), comes to Metropia with GUNNAR, a hunter of endangered species who wants to stalk the ultimate prey -- the man who will not die. They have come to seek retribution for the peace that the Phantom helped establish in Africa, ending the tyranny of Nia's family.

Hunted by Gunnar and Nia, Guran disappears in the Ghost Jungle. At the same time, the legendary elusive SHADOW PANTHER is discovered there. The Phantom and Sagan enter the Ghost Jungle to find Guran. When Heloise assists the Phantom in his search for Guran, she reveals a Walker family secret -- Guran is the Shadow Panther. Heloise explains that Guran's desperate search for forbidden knowledge after the death of Kit's father transformed one side of him into this elusive beast. The Phantom makes contact with the Shadow Panther, and urges Guran not to blame himself for the death of his father. Nia and Gunnar attempt to ambush the Phantom but the Phantom deflects their attack. His domain is a sanctuary for life, not a place for its destruction.

Episode #22: "The Ties that Bind"

On the eve of CyberVille's completion, Rebecca Madison strikes against Sean One in Space, causing chaos to envelop Metropia.

To annihilate the rebels threatening her plans, Rebecca Madison destroys the space station Dykstra Platform, killing thousands of "Stringers" (see Episode 9.) In retribution, the Stringers (who want independence from Earth) detonate bombs in Metropia, causing massive destruction and nearly killing Sagan Cruz. The Phantom is deeply saddened fearing that Sagan will die.

As Rebecca completes the construction of CyberVille, she prepares to download the brain of her deceased husband as the "operating system" of the building. The Phantom sabotages her plan, and succeeds in destroying the command center of CyberVille. In the meantime, changes sweep Metropia: Max Jr. is appointed head of Rebecca's security; VainGloria is freed from Rebecca's powers, and Graft makes plans to usurp Rebecca's control of Maximum, Inc.

Episode #23: "The Woman in the Moon"

In an orbiting space station, the Phantom must team up with an unsuspecting VainGloria to stop Sean One's plot to abandon Earth.

On Trumbull Platform, a space station orbiting Earth, an important vote is being held among colony delegates. The issue is whether the orbiting peoples should declare their independence from Earth. Sean One is the most vocal activist who wants to sever ties with Earth, and stacks the vote in favor of his cause. His plan is unsuccessful, for VainGloria, who is aboard the space station, sings songs with subliminal messages which persuade the delegates to vote against Sean One and in support of an alliance with Earth. Amidst this confusion, Max, Jr. threatens to blow up the space station with a powerful bomb. The Phantom foils Max's plan, and preserves peace between the orbiting colonies and Earth --inadvertently paving the way for Rebecca Madison to realize her dream of CyberVille.

Episode #24: "Matter Over Mind"

The Phantom discovers the shocking truth of Mr. Cairo's origin in a dangerous race to discover the secret of the Maximum Era.

Mr. Cairo, the information broker who exists only as a "cyberspatial" entity (i.e., only on computer networks), longs to discover his origins. With the aid of Sparks' computer wizardry, he is shocked to discover he was generated from the mind of Dr. Jak. The Phantom fears that if Cairo is united with Jak, Jak will learn the Phantom's identity.

To assure the Phantom's protection, Sparks fashions a "datacage" which contains Mr. Cairo and prevents him from disclosing his knowledge about the Phantom. Heisenberg, the "self-aware" shape-changing Biot, fears that Cairo will be "killed" by the Phantom. He steals the memory cylinder containing Cairo from the Phantom, and brings it to Dr. Jak. The Phantom succeeds in regaining possession of the cylinder before Dr. Jak can learn his identity. Dr. Jak then tells the Phantom about Cairo's origin. He is a cybernetic entity born from his own brain. The Phantom hands over the cylinder to Cairn, and allows Dr. Jak and Cairo to "reunite." Now the Phantom and Jak join forces for a collective mission: to prevent Maximum, Inc. from experimenting with the purple poison which killed Kit's father and Jak's wife.

The Phantom, Sparks, Guran and Dr. Jak travel to New Brazil, where Rebecca and Graft are testing "Scythe", a chemical so powerful it destroys everything in its wake. They succeed in preventing Maximum, Inc. from testing the chemical and destroying the rainforests. In the end, Cairo is separated from Jak once again -- they have been apart too long to be put back together. To thank the Phantom for being taught about his origins, Cairo leads the Phantom to a clue which will ultimately reveal the details surrounding his father's fate during the Great Train Wreck of 2024.

Episode #25: "The Sins of the Fathers: Part I"

Kit Walker and Graft learn that the greatest secrets about the Phantom and Maximum, Inc. lie in Africa.

The Phantom recovers a Biot in Grand Central Station which was deactivated at the time of the Great Train Wreck of 2024. Upon playing recordings in the memory banks of the Biot, the Phantom discovers that his father severed the brakes on the train entering Grand Central Station which caused the wreck, the dumping of poison, and the deaths of many people!

Simultaneously, Graft and Vain Gloria take a memory cylinder stolen from Rebecca to IKON, a data encryption expert. Through Virtual Reality, Ikon explores the data, and gains access to Rebecca Madison's greatest secrets. Graft learns that the key to Rebecca's master plan lies in Africa. Graft arranges to travel there.

After persistent questioning, Sagan is astonished -- yet relieved -- to learn that Kit is the Phantom. The two fight to destroy Rebecca's warehouse of Biots, and believe they have countered her plan to complete CyberVille. The Phantom, believing he is victorious, heads to Africa to find more about his past. Rebecca succeeds in downloading Max, Sr.'s brain into a Biot, laying the last stone for CyberVille's completion.

Episode #26: "The Sins of the Fathers. Part II"

The Phantom faces his greatest challenge to save the world from Maximum, Inc. and discovers a vital clue to his father's fate.

The Phantom goes to Africa. In the original Skull Cave, the Phantom meets Guran's grandfather. This elderly man has awaited the arrival of Kit. He encourages the reluctant Kit to be as noble and brave as his father, the 23rd Phantom. In the depths of the African jungle, Kit discovers a Maximum research facility, and in its archives discovers a fact that clears his father's name for causing the Great Train Wreck of 2024. He also realizes that Maximum, Inc. is on the verge of poisoning the Earth, and sealing off a select few in CyberVille. The Phantom returns to Metropia with a renewed sense of purpose and in a spectacular battle heroically risks his life to stop Rebecca and Max, Sr. once and for all from realizing their sinister plan.

Episode #27: "The Sacrifice, Part I"

Immediately after Episode #26, the Phantom returns to his lair to find his father unconscious - dying from the effects of Rebecca's poison. With Mr. Cairo's help, the 23rd Phantom is stabilized in the Medical Facility, but his condition is so precarious he can't be cryogenically frozen again. If the poison's effects can't be reversed quickly, he'll die.

The Phantom and Sagan go to the ruins of the Maximum Building to find the underground reservoirs of Rebecca's poison so they can analyze it and create an antidote. However, in the power vacuum that's developing in the collapse of Maximum Inc., Gorda has come to Metropia to take over Maximum's illegal activities.

Two action lines converge to a spectacular climax as 1) the Phantom and Sagan battle Gorda and her Biots in the ruins of the Maximum Building; 2) the Madisons and Graft attempt to break out of Cyberville.

Knowing the sacrifice he is making, the Phantom destroys Rebecca's Biot Army before Gorda can activate it, but at the same time destroys the reservoirs of poison that might have given him the information he needs to save his father's life. As the Madisons and Graft successfully escape Cyberville with the help of their newest business partner, Gorda, the episode ends with: "TO BE CONTINUED ..."

Episode #28: "The Sacrifice, Part II"

In his fight to save his father, the Phantom realizes the only source of information about the toxic poison is Rebecca herself.

To help the Phantom, Mr. Cairo travels through cyberspace, deep into files of the Maximum Datasystem, where he meets a "virtual" Maxwell Madison Sr. Suprisingly, Madison claims he and the Phantom were once good friends and he offers to help Cairo find the life-saving information he seeks.

Meanwhile, Rebecca uses "nano-technology" to quickly rebuild her ruined Maximum Inc. Headquarters. To prove her heart is in the right place, she offers to turn over the last of her Biot Security Force to the Enforcers to protect the city from the inexplicable Rogue-Biot attacks. (By now, we've learned that the Rogue attacks are being orchestrated by Gorda as part of a plan Rebecca has masterminded.)

Learning that Cairo has breached the Maximum Datasystem, Graft and Max, Jr. shut down the computer. Unfortunately, Mr. Cairo doesn't make it out alive, giving his life to save the Phantom.

The partial information Cairo was able to retrieve from the computer is enough to stop the worsening of the 23rd Phantom's condition, but not enough to restore him to health. However, at least now he can be frozen again. Before the Phantom begins the freezing process, his father reveals new information about the Ghost Jungle beneath Metropia - it was created by Max Sr. with the help of the 23rd Phantom! Sixteen years ago, the 23rd Phantom and Max Sr. were partners trying to save the Earth!

The Phantom swears that he will do everything in his power to find the antidote to the poison.

Episode #29: "The Second Time Around"

The Phantom and Guran stop a robbery in progress. But just as the Phantom's about to collar the criminal in charge, the criminal flashes him a gold coin in which the Good Mark has been engraved. Guran stops the Phantom from capturing the criminal, explaining that the Good Mark might have been given by a previous Phantom, and if the Phantom ignores it now, it could be evidence that there have been different Phantoms over the years, and not just one. Guran convinces the Phantom to return to the Lair to try and discover where the gold coin came from, so they can decide whether or not the person with it deserved to have used it.

In the meantime, by watching an Enforcer surveillance tape, Rebecca has seen the effect the coin had on the Phantom and she tells Graft to stop at nothing until he gets that coin for her.

At the Lair, the Phantom enters a Virtual Reality Sphere and travels back in time to Tangiers in the I930's!

It's "Phantom 2040" meets "Casablanca," in this change-of-pace episode, where our Phantom gets caught up in an adventure of the 20th Phantom. Both Phantoms must battle nefarious characters such as Mr. Hand, The Thin Man and The Fat Man before our Phantom uncovers the secret of the Good Mark coin.

The Gold Coin was given to someone else - not the criminal who has it now. The information comes just in time because the Phantom knows that Rebecca has made arrangements to buy the coin.

At the meeting between Graft and the criminal with the coin, the Phantom attacks, defeats Graft, and takes back the coin - telling the criminal that the Good Mark can't be bought or stolen.

Episode #30: "Rogue"

Dr. Jak secretly tracks Pavlova to find out where she goes when she's finished working for him for the day. He discovers that she's helping Heisenberg meet with other Biots to make them self-aware. He also watches Heisenberg meet with the Phantom and by judicious editing of what he's seen, Dr. Jak is able to run a news story in which he claims that the Phantom is preparing to lead a Biot Revolt against the people of Metropia.

Rebecca sees Dr. Jak's news story and realizes that if she could get Heisenberg - the fractal biot she had Max Jr. develop - back under her control, his fractal components could help her quickly re-establish a Biot Army.

The Phantom tries to explain to Dr. Jak that some biots have become self-aware, and thus should no longer be bought and sold and used like slaves, but Dr. Jak twists his words to make it seem as if the Phantom is calling for an all-out war between Biots and humans. Now the Phantom has become as hunted as Heisenberg.

In the end, the Phantom must battle Graft, Max Sr., and Heisenberg - who is under Max Jr.'s control. But Pavlova's willingness to sacrifice her existence to save the Phantom, stops Heisenberg from attempting to kill the defeated Phantom, and that hesitation gives the Phantom the time he needs to defeat his enemies.

Episode #31: "Moments Of Truth"

While working together to shut down a Maximum smuggling operation, the Phantom is surprised to discover that Sparks' knowledge of the world has considerable gaps. There's no question but that Sparks has to go to school - over his loud protests.

Max Jr. hires scavenger hoodlums to mug Sparks and implant a honing device in his arm, hoping to finally pinpoint the location of the Phantom's Lair.

Much to the surprise of the Phantom and Gorda, (who steals one of the smuggled Maximum shipments), Rebecca is importing seemingly ordinary hybrid rosebushes.

In a three-way showdown at Gorda's secret castle headquarters, the Phantom and his team battle both Gorda's army of Red Biots and Maximum Inc.'s, Graft and Max Jr.

Finally, the secret of the rosebushes is revealed: Rebecca wants the roses because the Roses kill ghostwood and ghostwood eats the toxins Maximum Industries pumps out.

Episode #32: "The Furies"

When Rebecca catches Gorda "romancing" Max Sr., she comes up with a plan to end their partnership, once and for all, by getting word to the Phantom of Gorda's upcoming criminal activities.

The Phantom shuts down one of Gorda's operations and when Gorda guesses who leaked the information, she retaliates by leaking her own information about one of Rebecca's upcoming operations.

Once again, the Phantom interferes, escalating the battle between the two foes. Eventually, we learn that the escalating war between Rebecca and Gorda was purposely set in motion by Max Sr.

In the end, both Rebecca and Gorda have maneuvered each other into attempting a high-stakes robbery in the same place at the same time. However, with Sagan's help, the Phantom has been able to figure out what has been going on between Rebecca and Gorda, and manages to turn the tables and stop both of them. Although he's unsure why, the Phantom also reveals Max Sr. to be the man behind the scenes.

Episode #33: "The Whole Truth"

Rebecca and Gorda join forces one last time and launch a full scale assault on the Enforcer Headquarters. The plan is to gain control of the city's computer systems and to once and for all find the secret location of the Phantom's hideout.

Meanwhile, back in the Lair, the cryogenic suspension tank suddenly fails. The poision has somehow attacked the freezing system and when he's unable to restore power, Guran announces that the 23rd Phantom doesn't have long to live.

Unable to save his father's life, the Phantom heads off to Maximum Headquarters. He knows that Rebecca downloaded Max Madison Sr's memories and if he can do the same with his father, he can preserve his knowledge and memories in The Phantom Chronicles.

At Maximum Inc., the Phantom encounters Max Sr. who agrees to return to the Ghost Jungle with the Phantom and offer his assistance. Max "plugs" into a portable datascreen and downloads the whole truth about the Sector Zero train crash, including Rebecca's plan to poison the environment and how the 23rd Phantom and Max Sr. were partners trying to save the world.

After the successful download, the Phantom takes Max to see his dying friend, the 23rd Phantom, and his memories are subsequently saved in the Phantom Chronicles. The poison finally claims his father's life, but not before Kit is able to say good-bye.

In the end, at the request of Max Sr., the Phantom disconnects a battery in Max's chest and he is once again able to rest in peace. Rebecca goes to prison, Max Jr. ends up in a sanitarium, Graft is sent to a half-way house and Gorda is shipped back to Australia in a huge crate. As for the Phantom, he flies off into the Metropian skies resolving to go on a long needed vacation until the Phantom is needed again.