Max takes on an army of superhuman soldiers in an episode amped up on action sequences. The trouble starts when Logan recruits his favorite biker chick to protect a Federal witness with vital info on local corruption. But the operation hits a snag after Max realizes that the guy she's guarding is a face from the not-so-distant---and very painful---past, and that those who want him dead may have plans for her as well.

The ""transgenic"" Reds catch up with Max when her lost pager reveals her whereabouts to them. The Reds are former death row convicts seeking to combine their technology with Max's genetic material. Logan and Max, after a deadly fight with a Red, learn that the transgenics' power is controlled by a special implant placed in their bodies. Meanwhile, the Reds take Original Cindy hostage and used to lure Max into their trap. Max risks it all and inserts the Red's implant into her own neck in hopes of gaining extra power. The implant makes her hyper violent and she kills off the Reds in order to free Original Cindy. Max then has a seizure. Logan learns the only way to save Max's life is to get the chip out of her head, but first he has to electrocute the chip in her neck. He is able to save her. Max then has to reveal to Original Cindy her Manticore secret. Also, Logan begins to regain the use of his legs and stands up.