At FALZ HQ the Test subject is killed by a blind, cling film wielding assassin called Tony who attempts to kill Sean but after a struggle, an injured Sean escapes and Tony seems to be killed meanwhile The FALZ organization invade Dr Poque's apartment complex, Poque activates Twopoque who is quickly destroyed by the FALZ henchmen, Poque and Marcus are captured, Horatio escapes and Rocko and Derick are captured but kill there guard and split up, Rocko goes into Poque's room where he meets the head of FALZ, Garret.
Garret explains to a confused Rocko that FALZ are letting Dr Poque go and offers Rocko the chance to head up FALZ's latest project, elsewhere Derrick finds a FALZ recruitment tape for the DOWN community, which uses the Mega64 system to play 'the worlds most elaborate game' The Blacks, which helps with another mysterious project known as Project W. Garret finds it tough to explain the concept of The Blacks to Rocko without the aid of the video Derrick found, he explains it as a world that exists outside reality in the users mind that they would never want to leave, he then explains that the Mega64 system is a box of magic and that when the box was put into a body, it became conscious and that the waves emitted cross peoples minds who then join FALZ, Garret describes FALZ as the immune system of the Mega64, Garret also explains the next step in FALZ's plan which is to harness the power of the specter who haunts the Mega64 using a mysterious Deathbox and that FALZ need to find Sean.
Poque is taken behind the Apartment building, where he is left with fellow prisoners Marcus and Trigger Serious who explains that he has been stalking Poque and sympathizes with him because of the way FALZ treat him and apologizes afterward the lead FALZ henchman gives Poque the change of redemption with FALZ by killing Trigger Serious, Poque doesn't do it saying that he doesn't blame him for anything and Trigger Serious does not blame Poque for the Mega 64's age limit bug killing his father(Brian Specter), the lead henchman explains that there is no age limit bug and that FALZ stabbed Brian to guilt Poque into joining FALZ, the henchman then kills Trigger Serious.
Back in Poque's room Rocko finds it hard to understand that Sean is the creator of the Mega64, Garret explains that the more times you use the Mega64, the more your mind slips away and that Sean had done more testing than all other subjects combined, Rocko then tells Garret that Sean was heading to FALZ HQ, Garret is shocked and tells Rocko that they kept the Mega64 at Poque's apartment to keep it hidden as they don't know where the Mega64 came from and that FALZ had been hiding from a group who claim it was theirs first, little is known about the group only that they consist of seven deadly assassins and that when one of them is killed, they sound an alarm to alert the other members, FALZ call them The Killers. While Rocko is looking through Garret's file on The Killers he notices that Lobo Fuerte was one of them.
Meanwhile after suffering severe injuries from his fight with Tony, Sean collapses and is taken into the Mega64 universe where he meets The Specter who tells Sean to destroy FALZ and gives him a sword and a pair of golden soap shoes, Sean wakes up in the real world without injuries and grinds the soaps back to the apartment. Garret assembles all the FALZ higher ups behind the apartment, Derrick tries to rescue Rocko but fails and gets captured, Horatio attempts to rescue the gang but is pegged by a rock, Sean Legerton also attempts a rescue but is shot in the back.
Elsewhere a stunned Sean encounters Tony which causes him to have a flashback, in which Sean and Tony are brothers, Garret is banging on the door demanding to speak to the creator of the Mega64, Sean tells Tony not to go and that he will take credit for the Mega64 and save Tony from the hands of FALZ, but Tony is determined to go and tells Sean that is anything goes wrong he'll send an encrypted message that can be unlocked by the password Delaware, Sean knocks Tony out and goes with FALZ. Back in the present Sean destroys Tony and continues back to the apartment, after Sean has left Tony's body, an alarm sounds, Tony was one of The Killers.
At the apartment Sean arrives, Garret unloads on him but Sean teleports to dodge all the bullets, as Garret reloads, Sean runs at him with the sword, as he is about to kill Garret the Deathbox sounds, Sean has lost his sword, soaps and his injuries have returned, Garret shoots and kills Sean, he then goes to execute Rocko and Derek, as he about to pull the trigger, his radio goes of, one of the Henchmen(Dan Paladin) says he's found Sean in the attic of the Apartment, a confused Garret asks the henchman to describe Sean, the henchman is killed after doing so, an irate Garret screams 'Where Is He?', and from behind he hears the answer, 'Here', Garret turns around and puts a bullet in the mysterious figure, he and all of FALZ unload on Sombrero Guy, he survives and wipes out all of FALZ except Garret, Sombrero Guy leaves Garret's fate in the hands of Dr Poque, Garret stalls Poque long enough to retrieve his pistol and as Poque pulls the trigger, Garret takes aim and fires. Garret is killed instantly, Poque is in a critical condition, the Sombrero Guy walks over to Sean's corpse and revives him with an Indian chant, after which Sombrero Guy leaves Earth.
Horatio, Rocko, Derek, Marcus and Sean are all gathered around Poque. Horatio asks him why he didn't ask for Sombrero Guy's help, to which he responds that, 'it couldn't last. it was just too much fun' and passes away.
One month later, a young girl is flicking through TV channels, her TV then picks up the pirate signal of Horatio TV, with FALZ gone, Horatio has taken over the Mega64 Project, saying that he's doing the project out of love, just like the man who did it before him, Horatio proclaims that 'This is the new Mega64!'
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