US Airdate : 23 November 2002
UK Airdate : 12 March 2003

Jesse (Forbes March) and feral Amanda Terry (Jeannette Souza) flirt at Amanda's apartment following a night of dancing. Soon, the two call it a night and Jesse leaves. Amanda shuts the door and turns to find three intruders, Sarah Wolf (Colette Stevenson), Marco (Scott Adkins) and Brak (Desmond Campbell). After a brief scuffle, Wolf's flesh suddenly begins to morph into black scales. Watching the gruesome transformation, Amanda falls unconscious. The next day, Jesse begins to worry about Amanda after he calls her, but gets no answer. Meanwhile, Adam (John Shea) secretly meets with government official JK Bergman (Chris Britton), who asks Adam to use his mutant database to help identify the bodies of three murdered mutants. Looking at photos of the victims, Adam realizes that one is Jesse’s friend Amanda. When Adam relays the bad news to Jesse, he vows to find the killers.

As Emma (Lauren Lee Smith) and Shalimar search the perimeter of Amanda’s apartment for clues, they run into Wolf, Marco and Brak. Shalimar (Victoria Pratt) quickly radios Brennan (Victor Webster) and Jesse before attacking Marco with a series of back kicks. Emma then fires a telepathic blast at Brak, but it barely phases him. Suddenly, Brak knocks Shalimar unconscious and the three flee with her. Back at Sanctuary, Adam, Jesse and Brennan look at the results of Amanda’s autopsy in hopes it will lead them to the identity of the killer. The report reveals that her spinal fluid was drained and Adam fears that they might do the same to Shalimar. Meanwhile, Wolf approaches Shalimar, who is tied to an examination table in Wolf’s lab with energy restraints. Impressed with Shalimar's vigor, Wolf orders Shalimar to tell about Adam’s database, but she refuses.

Adam goes to see Bergman who reveals that a strong woman was seen being dragged into a warehouse. Knowing it must have been Shalimar, Adam sends the Mutant X team to the warehouse. As Emma, Jesse and Brennan near the entrance, however, there is an explosion and a young feral named Kyle (Andrew Tarbet) comes barreling out followed by Marco and Brak. Brennan shoots a tesla coil at Marco, while Jesse phases out and causes Brak to run into a wall. When Marco and Brak flee, Brennan and Jesse enter the warehouse and find Shalimar's comlink and a vial of orange liquid. Kyle tells them that all he can remember is someone talking about making another run to Mercy Hospital.

Back in the lab, Wolf secretly meets with Bergman. Wolf informs him that she planned Kyle’s escape so he would be taken in by the Mutant X team and be able to gain access to their database. Meanwhile at Sanctuary, Adam's test results show that the vial of orange liquid contains DNA and that the chemical compound of it could kill a human in seconds. Although Jesse informs Adam that Kyle is not listed in the mutant database, Adam still insists that he and Brennan pay Mercy Hospital a visit. At Wolf's lab, Shalimar listens as Wolf tells her that once Kyle gets into Adam’s database, Shalimar will be of no use to them and her brain and spinal fluid will be drained and administered to non-mutants to give them mutant-like power. Wolf then demonstrates the power of the fluid by taking a shot before twisting a metal rod with the greatest of ease.
Back at Sanctuary, Emma is intrigued with her inability to read Kyle's thoughts. Trusting Kyle, Emma even begins answering his questions about the computer nerve center.

Disguised, Brennan and Jesse enter Mercy Hospital and spot Marco discarding a woman’s corpse. When Marco leaves, the two check the identity of the body and are very relieved it’s not Shalimar. At the Sanctuary, Kyle asks Emma to open the mutant file, but she does not have access to it. As the two continue to flirt, Emma opens herself up completely and realizes Kyle is not a mutant. When she confronts him about his identity, he knocks her unconscious. Meanwhile, Shalimar screams as Wolf begins the process of draining her fluid. Back at Sanctuary, Adam finds Emma on the floor and she tells him about Kyle not being mutant. Just as Adam informs her that the vial was filled with mutant DNA, the alarms sound indicating that Kyle is trying to break into the database. Adam orders Emma to find him and keep him busy while he rushes to the lab.

In the Hanger, Emma shoots a psionic blast at Kyle, but not before he takes a swig of the orange potion and becomes immune to her powers. He then morphs into a grotesque insecticide alien life form right before her eyes. Adam rushes in and hits Kyle with a tranquilizer gun and Emma hits him with a psionic blast that leaves him immobile. Knowing Jesse and Brennan are in danger, Adam and Emma head for the hospital. Jesse and Brennan find Shalimar inside Wolf's lab, but just as they’re about to rescue her, a white vapor seeps into the room and they fall unconscious. They awaken to find themselves restrained to gurneys. While Bergman expresses his fear of being caught to Wolf, Jesse inconspicuously phases out and releases himself from the restraints. Wolf sends Bergman flying to his death just as Jesse uses a nearby computer to deactivate Brennan and Shalimar’s restraints. Jesse and Brennan attack Wolf, but their powers are virtually useless against her. Adam and Emma arrive with a tranquilizer gun which Adam shoots Wolf with. Shalimar then finishes off the weakened Wolf and the team flees just as the lab begins a meltdown. Later at Sanctuary, Adam informs Brennan that Wolf and her cohorts are in custody. Adam then attempts to console Emma who, because of Kyle, has a new appreciation for her powers, but a lessened belief in trusting people.