Phantom 2040

Phantom 2040 takes the classic comic strip character created by Lee Falk in 1936 and places him into a futuristic world of conspiracy, political drama and the possible end of humanity.

Debuting in 1994, the series was conceived to be more “intelligent” than regular Saturday morning cartoon series, dealing with political and environmental issues as well as existential questions of humanity.

Although the series only lasted 35 episodes (about a series and a half), it received rave reviews. The series also had a lasting impact on the world on animation due to the casting of accomplished dramatic actors in character voice roles. This achieved a new level of maturity and complexity for vocal performances that set the standard for all TV animation that followed.

Development

The show was developed for television by executive producer David J. Corbett and executive story editors Judith and Garfield Reeves-Stevens. In addition to story-editing both seasons, the Reeves-Stevens devised the show's writers' bible and scripted numerous episodes, including the two-part pilot Generation Unto Generation. Other key writers on the show included Brynne Chandler and Michael Reaves.

Character design was handled by Peter Chung, the creator of the successful AEon Flux animated series. The characters in both series have Chung’s signature “skinny” design, although those in AEon Flux are even more exaggerated.

Plot

It is the year 2040, all environmental disasters and the economic Resource Wars from the early 21st century have decimated the fragile ecosystem balance of an Earth once teeming with life. Everywhere, the privileged and wealthy continue to thrive in expensive real estate developments that tower above the suffering masses. The victims of Earth's misfortune have been forced to subsist on scavenged refuse from the past on the mangled streets of forlorn city-states.

In Metropia (once known as New York City), the largest and most powerful of the city-states, the powerful robotics manufacturing corporation Maximum Inc. has slowly shaped a cold, steely urban centre, consisting of huge, residential towers intertwined with Tube Train tunnels. Maximum's robotic BIOTS (Biological Optical Transputer System) have replaced enormous amounts of human labour, and the corporation is illegally producing prohibited combat BIOTS to form Maximum's private underground army.

Under this guise of efficient progress, Maximum has their own plans for the future which they are calling the "Maximum Era". Through the construction of the fortress of Cyberville, an immense survival shelter where only the wealthiest and most elite humans will retreat, and the take over of Metropia by Maximum's BIOT armies, their plans all ultimately involve the dark path of decline and extinction as the culminating result of man's prior errors and efforts, once Earth finally succumbs to its slowly deteriorating state.

The only hope for the survival of humanity is the Ghost Jungle — thousands of square miles of mutated vegetation that may be the planet's salvation. This secret source of life is submerged beneath Metropia, unseen by most. College student Kit Walker Jr. is chosen by fate to save the world, donning the black mask and purple suit of his people's saviour, the 24th Phantom.

The role of the Phantom has been passed on from father to son since the 16th century, leading the world to believe that the Phantom is a single immortal individual. Kit, the 24th in the line, is young, unsure, and inexperienced, but he finds within him the courage and might to battle the evil that threatens to destroy the Earth.

Episodes

Season 1

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#	Episode Title	Description
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 Guran, 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.
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.
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, blind street musician, who will be his teacher as he starts his journey to become the first Biot who is self-aware.
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.
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.
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.
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 ...
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.

Trivia

• In episode 1 when Professor Archer is trying to remember the name of The Phantom, he mentions "the Grey Ghost." This was originally the name Lee Flak gave to the character upon creation, but later changed it to The Phantom. It also references the original costume colour Falk envisioned which was also going to be grey. Early strips even reference this. However, it was later changed to purple.
• Kit wearing a hat and trenchcoat when surveying the streets is directly from the Phantom strips. He would use the alias "Mr. Walker" when in this guise. In Lee Falk's original strip there was a jungle legend that went along with this; "Sometimes The Phantom leave the jungle and walks the streets as an ordinary man. This is one of those times."
• Sagan's dog partner, DV-L, is a play on the name "Devil," the Phantom's pet wolf on the comic strip.
• The Good Mark shown in Phantom 2040 is different to that shown in the comic strip. In the episode The Good Mark, the ring is depicted as having two crossed sabres as its design. The official design from the strip is four sabres in silhouette, their points touching with their hilts pointing outward to form a cross. Because of this, before the mark was fully explained in the strip people thought the mark was four Ps.
• The Triads in the series look nothing like their videogame counterparts. In the game they are all said to be clones of the same woman, whereas in the series they are individual people mentally connected sharing one mind.
• The Magician in the episode of the same name, Steele, is a reference to Mandrake the Magician, another comic strip character created by Lee Falk before The Phantom. The Phantom and Mandrake crossed paths several times in the comic strip and are known to be friends. The 27th Phantom and Mandrake also appeared together in Defenders of the Earth. Voice actor Peter Renaday, who voiced Mandrake in Defenders of the Earth, also voiced Steele in 2040.

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