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Concerned that Xanatos will sabotage a state-of-the-art flying fortress, Goliath vows to protect it, but is captured by the ship's owner, Cyberbiotics' CEO Halcyon Renard, and his assistant Preston Vogel.
- It is revealed that Fox's real name is Janine Renard, and that she is the daughter of Halcyon Renard.
- Halcyon implies that he had past affiliations with Xanatos, prior to his starting a relationship with Fox, either as his employer, or business partner. No further information is ever provided.
- Halcyon does state that Xanatos stole Owen as well, meaning Owen previously worked for Halcyon.
- This could be considered a foreshadow of certain later revelations
- In this episode, Fox reveals that she is pregnant.
- Halcyon Renard: At last, I get to see one of Gen-U-Tech's abominable creations in the flesh. Xanatos and his lab rats must be proud of you.
- Goliath: I'm not a creation! My name is Goliath. And I belong to *no one*, especially not Xanatos!
- Halcyon Renard: "Not my fault?" Not my fault! You sound like every human employee I ever fired! Crush all of them together and you couldn't squeeze one iota of personal integrity from the lot! No excuses, creature! Learn to take responsibility for your own actions! And STOP whining!
- Goliath: A gargoyle doesn't whine! He ROARS! [Breaks his chains]
- Halcyon Renard: [sarcastically] I am trembling in my chair.
- Goliath: You believe I am not responsible. Yet I remain your prisoner?
- Halcyon Renard: Who said you're not responsible. It doesn't matter that you were tricked, you know now that your actions inflicted grievous damage. Do you take responsibility for them or not? Well, what are you going to do?
- Goliath: A better question might be: what are you going to do?
- David Xanatos: You seem distracted, having second thoughts?
- Fox: About that last kick?
- David Xanatos: About Renard, if your hostile take over succeeds, he'll be completely wiped out. He's not a young man.
- Fox: Oh, he'll manage. He always has. If all goes well Cyber Biotics will be mine by tomorrow morning. We'll celebrate over breakfast.
- Halcyon Renard: What would be the honorable thing to do? I suppose I should just turn you over to the proper authorities.
- Goliath: Look at me, human! I'll spend the rest of my life as a laboratory specimen. Was my crime against you so heinous to make that and equitable punishment?
- Halcyon Renard: [slight chuckle] We're making progress. You finally acknowledged you committed a crime.
- Goliath: No more excuses. I accept full responsibility for my actions. I was wrong.
- Halcyon Renard: I'm glad you are gargoyle enough to admit it.
- Goliath: It was not easy.
- Halcyon Renard: Integrity is never easy. It's a daily struggle, a costly struggle. If you only knew what it cost me: my Anastasia, my Janine.
- Goliath: My Angel of the Night.
- Goliath: I know I owe you a great debt for the mistake I made a year ago. And a greater debt for the education I received tonight. If the text wasn't new to me, it was at least worth revisiting.
- Halcyon Renard: All I know is I'm about to be wiped out!
- Goliath: It doesn't have to be that way. I can break these chains. [breaks his restraints] But only *you* can get me past the bars. I helped destroy Fortress I, let me help you save Fortress II.
- Halcyon Renard: Well it seems Mr. Vogel's betrayal has only provided further proof that the human species is devoid of integrity.
- Goliath: I disagree. If anything, Vogel's sabotage demonstrates the folly of placing all of one's trust in single-minded automotons. Automotons know nothing of betrayal or honor. They know only what they're programmed to know. Only living beings possess the ability to change, and make new choices. Ultimately, Vogel chose honor.
- Halcyon Renard: [smiles] Huh... I suppose he did at that. You've given me much to consider. But one thing I'm certain of: your debt to me is paid in full, a ship for a ship, we are even.
- Goliath: No... We are friends.
- Halcyon Renard: Yes... Friends.
- Preston Vogel: Mr. Renard, please! I'd rather not have your death on my conscience, but I cannot allow this ship to collide with a tower full of people. You'll never reach the bridge! But turn left and you'll find my escape pod still waiting. You have two minutes until impact, one minute before I detonate.
- Halcyon Renard: Mr. Vogel, I don't want any innocents hurt! If I can't turn this boat around, you have my permission to destroy it. But you and I built this ship together. If it goes down, I'm going down with it.
- [Renard reaches the bridge before impact, only to realize... ]
- Halcyon Renard: Oh, no...
- Preston Vogol: So near, and yet so far, huh, Mr. Renard? In all the excitement, it must have slipped your mind that two men are required for emergency course override.
- Halcyon Renard: Mr. Vogel! I knew you wouldn't let me down.
- Preston Vogol: Yes, well... you have that effect on people. Now we've got eight-point-five seconds to initiate a sixty-degree turn. Let's proceed.
- Halcyon Renard: I built this company for *you*! I'd have given it to you already if you hadn't married that villain, Xanatos. I'd probably give it to you, if you'd just stand up and ask me for it honestly!
- Fox: Oh daddy, you and your integrity. Asking for it wouldn't be any fun at all.
- Halcyon Renard: And fun is still more important to you than honor. I can't understand that.
- Fox: [Takes Renard's hand and puts it on her stomach] Well maybe you'll have better luck relating to the next generation.
- Halcyon Renard: WHAT? What are you -?
- Fox: That's right, dad. You're going to be a grandfather.