Delaware is the 6th and final episode of Version 3. Rocko and Derek meet Garret, and the true intentions of FALZ are finally revealed.
At FALZ HQ, the test subject is killed by a blind, cling film wielding assassin named Tony, who attempts to kill Sean. 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 2-Poque, who is quickly destroyed by the FALZ henchmen, and then he and Marcus are both captured. Horatio escapes—Rocko and Derek are captured, but managing to kill their guard, they split up. Rocko, entering Poque's room, 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 their latest project. Elsewhere, Derek finds a FALZ recruitment tape for the DOWN community, utilizing the Mega 64 system to play "The world's most elaborate game—The Blacks." Purportedly, this game also assists with another mysterious project known as Project W.
Garret, finding it tough to explain the concept of "The Blacks" to Rocko without the aid of the video Derek found, explains it as a world that exists outside reality. In a way, a place in a user's mind that they would never want to leave, then reveals that the Mega 64 system is a "box of magic." When the box was put into a body, he continues, it became conscious, and the waves it emitted were capable of crossing into people's minds, those of whom, then join FALZ. Garret describes FALZ as the immune system of the Mega 64, mentioning that the next step in their plan is to harness the power of the specter who haunts the Mega 64, using a mysterious Deathbox. Garret also claims they need to find Sean.Poque is taken behind the apartment building, where he is left with fellow prisoners Marcus and Trigger Serious. Trigger Serious tells Poque that he's been stalking him, and has sympathy for him because of the way he's treated by FALZ, apologizing afterward. The lead FALZ henchman gives Poque the chance to redeem himself in the organization by killing Trigger Serious. Poque, unable to kill him, states his blamelessness, (Trigger Serious also refuses to blame Poque for the Mega 64's age limit bug killing his father; (Brian Specter)). After the henchman cruelly explains that the age limit is a lie, and that FALZ stabbed Brian to guilt Poque into joining them, Trigger Serious is felled by his gunshot.
Back in Poque's room, Rocko finds it hard to understand that Sean is the creator of the Mega 64. Garret clarifies by telling him that the more times the Mega 64 is used, the more a user's mind slips away, and remarks that Sean had done more testing than all other subjects combined. Rocko then tells Garret that Sean was heading to FALZ HQ, and Garret is shocked. He tells Rocko that FALZ kept the Mega 64 at Poque's apartment to keep it hidden as they don't know where the Mega 64 came from, and that they'd been hiding from a group who claim to have possessed the device first. Little is known about the group, only that it consists of 7 deadly assassins, and when one of them dies, an alarm sounds to alert the other members. They are dubbed "The Killers" by FALZ. While Rocko is looking through Garret's file on The Killers, he notices Lobo Fuerte was one.
Meanwhile, after suffering severe injuries from his fight with Tony, Sean collapses and is taken into the Mega 64 universe, where he meets The Specter. The Specter then tells Sean to destroy FALZ, giving him a sword and a pair of golden soap shoes. Sean, awakening in reality without injuries, grinds back to the apartment with his new shoes. Garret assembles all the FALZ higher ups behind the apartment, and Derek tries to rescue Rocko but fails and gets captured as well. Horatio, in a failed attempt to rescue the gang, is pegged by a rock. Sean Legerton also tries a rescue, and upon failing, is shot in the back.A stunned Sean re-encounters Tony, who causes him to have a flashback. In the flashback, Sean and Rick are brothers, and Garret is banging on the door demanding to speak to the creator of the Mega 64. Sean tells Rick not to go, saying that he'll take credit for the Mega 64 and will save Rick from the hands of FALZ. Not convinced, Rick is determined to go, and confides in Sean that should anything go wrong, he'll send an encrypted message that can be unlocked by the password "Delaware." Sean then knocks Rick out, and takes his place with FALZ. Back in the present, Sean finally destroys Tony and continues back to the apartment. After Sean has left Tony's corpse, an alarm sounds—Tony was one of "The Killers." When Sean arrives at the apartment, Garret unloads on him, but he is able to teleport, to dodging all of the bullets. Garret, reloading, sees Sean run at him with the sword, and as he is about to be killed, the Deathbox sounds. With this, Sean has lost his sword, soaps, and his injuries have returned. Garret then shoots and kills Sean, after which, going to execute Rocko and Derek. As he is about to pull the trigger, his radio goes off. 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, and when the henchman is killed after doing so, an irate Garret screams "Where IS He?!" From behind he hears the answer: "Here." He spins around and puts a bullet in the mysterious figure, who is revealed to be Sombrero Guy. Then, he and all of FALZ unload on him, yet miraculously, he survives. After wiping out all of FALZ except for Garret, Sombrero Guy leaves Garret's fate in the hands of Dr Poque. Garret, seeing his opportunity, stalls Poque long enough to retrieve his pistol. As Poque pulls his trigger, Garret takes aim and fires.
Garret is killed instantly, Poque is hit and in critical condition. The Sombrero Guy quietly walks over to Sean's corpse, and revives him with a mystical chant, then 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: "It couldn't last. It was just too much fun," and passes away.
One month later, the Virus is flicking through TV channels, and
picks up Horatio's pirate signal. With FALZ gone, Horatio has seized the Mega 64 Project.
Saying that he's doing it out of love, just like the man who did it before him, he proudly proclaims: "This is the new Mega 64!"
FALZ man (Jay): What? The age limit bug? [laughs] You still believe that story, Poque? There's no age limit on the Mega64! We killed him ourselves! How else were we supposed to guilt you into joining us? [sits down next to Rion] You wanna know how your dad really died? We saw him using the Mega64, and we stabbed him. [laughs] Over, and over, and over. And then he vanished. You know, you've seen him...floating around, haven't you? Leaving objects behind? Bloody knives on the floor? That's him trying to speak to us, but I guess that doesn't matter anymore, does it? [shoots Rion]
Garret: "We know nothing about them, but we've hid from them for years! Seven rogue men who want nothing more than to get that box back!"
| WRITTEN BY|
| EDITED BY|
| ORIGINAL MUSIC BY|
| ADDITIONAL MUSIC BY|
|GARRETT HUNTER AS GARRET|
RYAN SINN AS TEST SUBJECT
|GARRETT HUNTER AS GARRET|
CHAZ BALTEZORE AS
JOHN O'HARA AS TONY
|DUNCAN ROBERTS as SPECTER|
| MAKEUP/EFFECTS BY|
ORIGINAL CONCEPT BY