A body with a barcode tattooed at the neck is sent to the morgue. Logan pulls some strings and Max gets to examine the body. Although the barcode matches that of Ben, one of the 12 escapees, the man is not an X5. More bodies with the same tattoo surface and Max is determine to find Ben to find out the truth.

A suspicious-looking man takes pictures of Max. She follows him and is surprised that he seems to possess super-natural strength. Finding out that he is actually a good guy, the two team up with Logan and investigate the deaths of recently released prisoners. This leads to shocking discoveries about Logan's family business. Logan is left with a dilemma. If Eyes Only goes public about this finding, he would lose his source of income.

Tinga, who escaped to Canada in #1.12 with other X5's, when Eyes Only warned them their locations were compromised, comes back in town to save her husband and son. With Max and Zack's help, the family is reunited, but not before the son is given a deadly pathogen. Lydecker agrees to cure the boy in exchange for Tinga. Unbeknownst to him, Madame X has already arranged for Brin to double cross Lydecker. She captures Tinga, who is able to pass her special traits to her children, to study her.

Max is in heat again, ready to jump at any men, even Normal! She hates her condition and is ashamed of it. Meanwhile, she is avoiding Logan at all cost and decides to cancel their anniversary dinner. After the day is over, she confronts the still-confused Logan about her condition and the two finally admit their feelings towards each other. Just as they are kissing, Zack interrupts with bad news about Tinga. They must go rescue her from a secret government facility.

Lydecker realises that he has lost control over Manticore, as Madame X is now clearly running the show. He would rather see the project destroyed than see it abused by others. He asks Max for help in bringing Manticore down. Together with Zack and other X5's, they storm the facility and destroy the DNA lab.

After months of being imprisoned at Manticore, Max has resisted powerful attempts at re-programming and breeding and plans her escape from the genetics lab. She is aided in her breakout by the gentle but beast-like Joshua, an early Manticore creation, and together they release all the other Manticore creatures. Max attempts to reunite with Logan, only to discover that he is now number one on Manticore's most wanted list.