US Airdate : 29 September 2003
UK Airdate : 7 June 2004

FLASHBACK: In last season’s cliffhanger finale, “Lest He Become,” the Mutant X team learned that Shalimar’s (Victoria Pratt) estranged father and his company, Naxcon, were involved in genetic testing with the nefarious Mason Eckhart (Tom McCamus). The team raced to Naxcon to stop Eckhart’s plans, but as they battled Eckhart’s men they were inadvertently trapped inside the building when it suddenly exploded.

Following the explosion, Jesse (Forbes March) searches for the other members of Mutant X in one of the triage tents outside of Naxcon. He soon finds Brennan (Victor Webster), who is shaken but unharmed and the two go in search of their teammates. They hear the anguished voice of Shalimar, who is watching her father being loaded into an ambulance. Brennan comforts her while Jesse watches a group of paramedics working on another victim. After a few moments, the paramedics realize it’s hopeless and place the victim into a body bag. Brennan, Shalimar and Jesse are horrified to see that it’s Emma. Distraught, the group realizes there’s been no sign of Adam.

After searching the city and finding no trace of Adam, Jesse uses satellites to locate Adam’s comlink signal. Brennan and Shalimar race to the location of the signal only to find a homeless man wearing Adam’s “MX” pin. Suddenly, Eckhart’s voice comes across the comlink and Brennan and Shalimar turn to find Eckhart and his cohort Silva (Richard Stroh) standing in the shadows with Adam’s comlink ring. Eckhart steps forward, revealing his horribly diseased skin and tells them that Adam’s technology destroyed his immune system and the synthetic dermal casing that’s been protecting his fragile body was breached in the explosion. He insists that the key to saving his own life is contained in Adam’s research and demands the files in exchange for Adam’s safe return. Brennan and Shalimar return to Sanctuary where Jesse is frantically trying to access Adam’s computer files. To the team’s surprise, a beautiful woman (Karen Cliche) suddenly emerges from a prism of light.

When the mysterious woman refuses to say who she is, Jesse tries to grab her, but she suddenly disappears and forcefully pushes him into the computer station. Jesse quickly realizes she is able to control light and is bending it in order to make herself invisible. The woman reappears and emits a bright flash from her hands that blinds the team momentarily. When they recover, she tells them she’s been sent by powerful people to find Adam. She approaches the computer and types in her name, LEXA, as the password, giving Jesse access to Adam’s top-secret files. Stunned by Lexa’s knowledge of Adam, Brennan and Shalimar follow her into the lab where she reveals that she used to be part of Mutant X and lived at Sanctuary for two years. Frustrated by the secrets Adam kept from her, she left. Now with Adam missing, she’s been sent back by the people Adam works for because they’re afraid he’s betrayed them by making a pact with Eckhart. Shocked, Brennan and Shalimar insist Adam didn’t work for anyone, but a moment later Jesse confirms that Adam’s files prove he was trying to help Eckhart. Knowing Eckhart won’t simply release Adam to them, Lexa devises a plan to bluff him and still save Adam’s life.

The team arranges to meet Eckhart and when they arrive at the designated location, they find Eckhart, Silva, a lizard feral and a telekinetic mutant. After Brennan shows them the disk containing Adam’s files, Eckhart confesses that he’s not holding Adam and that Adam’s comlink ring was retrieved from a charred body that had washed up on shore. Brennan is just about to destroy the disk when the telekinetic mutant telepathically rips the disk from his hand and places it in a high-tech box. Brennan hits the mutant with an electrical blast and it drops the box, but the lizard feral grabs it and races off with Shalimar close behind. Meanwhile, the others go after Eckhart, but Silva stops them with a wave of concentrated pain. Lexa goes after Eckhart, but the telekinetic mutant stops her with an invisible force field. Brennan hits the mutant with another blast, knocking him down. Shalimar catches up to the lizard feral, but he suddenly vanishes into thin air. Back at Sanctuary, Lexa insists they do everything in their power to keep Eckhart from regenerating his body. To stress this, she shows them a metal plate on her neck, which was implanted by Eckhart’s people. Frustrated, Brennan storms out. Meanwhile, at an abandoned power plant, Eckhart’s men gather and assemble the equipment needed to build the regeneration chamber based on Adam’s research files. Jesse, however, has already tracked the equipment from Adam’s files and is working to find out exactly where it is. Across town, Brennan enters a bar he used to frequent. The bartender (Sean Sullivan) remembers him and hands him a drink before heading to the payphone where he calls Silva to tell him Brennan’s there. Just as Eckhart climbs into the regenerative chamber, Silva informs him that Brennan’s alone and they’re going to pick him up. As the chamber fills with mist, Eckhart begins to scream and the glass suddenly explodes. Back at the bar, an attractive woman sits next to Brennan and says his name. Intrigued, Brennan asks her name, but soon finds that he can’t breathe and passes out.

At Sanctuary, Lexa talks to a mysterious man on the computer screen who tells her she must rescue Brennan, who’s been captured by Eckhart’s men, and stop Eckhart from regenerating. Having thought her mission was over now that Adam is presumably dead, the man informs her that she is to remain with Mutant X until he tells her otherwise if she wants his help in finding the people she’s personally seeking. When Lexa breaks the connection, she realizes Jesse is standing behind her and has heard everything.

At the power plant, Brennan awakens only to find himself strapped down and hooked up to a series of wires. Eckhart, fully regenerated, approaches Brennan and tells him he wants everything that belonged to Adam, including Sanctuary. When Brennan doesn’t volunteer any information, Silva zaps him with a beam of concentrated pain, but Brennan resists talking. Meanwhile, Shalimar arrives at the bar where Brennan was kidnapped and forces the bartender to tell her what he knows. Determined to break Brennan, Eckhart brings in a wheelchair-bound woman (Araxi Arslanian) who is a psychic interrogator. As she touches Brennan’s face, a holographic image of Brennan screaming appears. Back at Sanctuary, Lexa informs Jesse and Shalimar that the phone number the bartender dialed to report on Brennan was an old GSA front company.

She goes on to explain that she used to work for the GSA. When Jesse traces the call further, he discovers that it was forwarded to the power plant. He pulls up a live aerial image of the building and based on the electrical activity detected, they decide to check it out.

Inside the power plant, the psychic is locked into Brennan’s mind, searching for Sanctuary’s location. An image of a mountain range appears, revealing Stormking Mountain and a series of letters and numbers. Having gotten the information he was seeking, Eckhart leaves Silva to kill Brennan. Before Silva can muster up enough energy, however, Shalimar drops down in front of him and slashes his abdomen with her clawed fingers. She then frees Brennan and he races after the escaping psychic interrogator. He pushes her into the regeneration machine and electrocutes her. When Lexa and Jesse enter the room, the lizard feral pounces on them. Shalimar catches the lizard, but he manages to gain the upper hand and begins to strangle her. Suddenly, Jesse appears behind the lizard and peels him off Shalimar before massing out and knocking the creature unconscious. Meanwhile, Brennan traps Eckhart on a catwalk, high above the ground, and creates a huge tesla coil. Though Eckhart tries to convince Brennan he can help Mutant X, Brennan blasts him repeatedly until he is thrown over the railing and falls dead to the ground. Later at Sanctuary, Brennan, Shalimar, Jesse and Lexa hold a somber memorial for Emma and Adam, unaware that they are being watched.