Max rescues Tracy Dunhill, a rich heiress who then falls in love with him. Unknown to Max, Dunhill is actually a member of the Daughters of KAOS. She is seeking revenge against Max, who killed her father, the founder of U.S. KAOS. She invites Max to a party at her apartment where she will kill him with poison lipstick. Agent 13 is stationed inside a sofa in the apartment, but he's drunk and unable to save Max from the deadly lips.