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.

When Diamond, an old girlfriend of Original Cindy's mysteriously reappears to rekindle their relationship, Max finds her anonymity dangerously comprised by a stranger with a deadly secret. Max becomes suspicious of Diamond's presence when Max is attacked by strangers. Logan investigates the identity of the attackers. Meanwhile, Max carries out a heist at the request of Logan. Unbeknownst to her, Max is followed on the heist by Diamond. Diamond accidentally trips an alarm and Max is caught. Diamond got away with the goods from the heist and convinces Cindy to leave town with her to start a new life. While Max is in jail, Hazmat-suited soldiers drug her and take her to a laboratory. Max escapes after she learns her captors plan to kill her because she won't reveal the whereabouts of Diamond. With the help of Logan, Max discovers Diamond is wanted because she was injected with a deadly biological poison which was given to her by a genetics corporation. The corporation is trying to cover

When fellow X5 escapee Tinga returns to town to save the family she left behind, Max, with the help of Zack, once again places herself in danger to battle Manticore, Lydecker, newly turned X5 Bryn, and an increasingly power-hungry Madame X. When Tinga gives up her freedom to ensure her child's safety, she is taken to a secret government lab. Amid the double crossing, we learn Lydecker is no longer in the loop with the real Manticore higher-ups. This means Max is in more danger that she could possible imagine.

Max starts to feel the stress of being controlled by her genetic urges when she goes into her bi-annual feline DNA sexual urges.