Max and Julio shoot down Carlyle's shuttle to Elysium; Carlyle is fatally injured in a shootout against his security robots. Max and Julio successfully extract the program from his brain, but the data becomes unexpectedly scrambled, locked behind a security program. Delacourt sends Kruger and a black ops team to retrieve it. Kruger kills Julio, but an injured Max escapes with the copy of the program, while Carlyle's death destroys any possibility of further retrieval from his brain.
Max seeks help from his childhood friend and nurse, Frey, whose daughter has leukemia. After she patches him up, Max goes to Spider. He realizes that the data in Max's head is a program that can reboot the entire Elysium mainframe. Delacourt locks down all flights up to Elysium, leaving Spider unable to take Max. Max angrily leaves, though not before Spider discreetly places a tracking device on him. After Kruger kidnaps Frey and her daughter, Max approaches him and offers him the data for the use of a Med-Bay.
Kruger accepts, and Delacourt lifts the lockdown so the group can travel to Elysium. During the flight, Kruger and Max fight over the data, and a grenade explodes in Kruger's face, damaging the ship. The ship then crashes on Elysium; Max is arrested and taken to Delacourt, who orders a team to extract the data. Max escapes and heads to the armory to save Frey, who has been turned over to Kruger's men. Kruger is revived by a Med-Bay and confronted by Delacourt, whom he fatally wounds. He orders his men to start killing the politicians on the station while he dons a more advanced exoskeleton suit to hunt down Max, planning to initiate the protocol himself.
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