Artie gets questioned by the Regents and Mrs. Frederic. Meanwhile, Pete, Myka and Claudia become trapped inside Warehouse 13, where a dangerous predicament unfolds.

When an artifact meant for the Warehouse turns up in the small town next door, the team finds themselves in the middle of a B-movie meltdown complete with cowboys, gladiators, sci-fi robots and beach storming marines. Their only chance of survival rests with the man who invented television, Philo T. Farnsworth.

Mrs. Frederick secretly recruits Pete to find a mole within the organization who is buying artifacts. However, when the mole finds out, they go after those closest to Pete.

When Mrs. Frederic is stricken ill, the agents must search for a cure before it's too late. Their quest takes them to Egypt and the long-lost Warehouse 2.

When Paracelsus takes control of Warehouse 13, it proves to only be the first step in his plan to recreate the entire world in his image. To stop him, Pete and Myka must follow him back through time to 1541 and prevent him from killing the Regents and becoming the permanent master of the Warehouses.

The alternate-timeline Valda makes his move, using Claire as his mindless slave. As Valda sets out to move Warehouse 13 to a new location that he can control, the team races desperately to stop him before it's too late.