A Neo sapien shuttle leaves the Venusian atmosphere and flies high above the surface. Sitting in the cockpit next to the shuttle's pilot is Thrax, who thinks back to the Battle of Mercury (which occurred in The First Step). As a Neo sapien y-wing pilot he destroyed numerous ExoFleet e-frames, and succeeded in shooting down Kaz Takagi. But rather than finish off the downed pilot in his exofighter, he flies off, saying, "No, this battle is over. There has been too much destruction already today." Takagi is left wondering, "Why? Why didn't he fire?" Thrax's recollection then turns to the consequence which resulted from his choice to spare Takagi, which was a demotion by a furious Draconis upon viewing Thrax's flight recorder.

A flashing light on the console in front of him turns Thrax's attention back to the present. He presses the lit button and states, "Transport Luna Bow, this is shuttle two-nine-eight inboard for docking." The shuttle accelerates to the rendezvous as the reply comes, "You are clear to dock." The shuttle comes to a stop relative to the transport, and a boarding tube descends from the transport and locks onto the shuttle's docking collar.

Nearby, a cloaked Pirate ship watches. In the cockpit of Hallas tells the pilot, "They'll be leaving orbit as soon as the cargo transfer is complete. We'll follow the shuttle down in its sensor shadow. Maintain cloaking and prepare to disengage from the mother ship." The pilot presses a button on the console as the Neo shuttle flies off. Hallas transmits, "Docking collar disengaged." The Pirate shuttle then follows the Neo shuttle down into the Venusian atmosphere, follows it for a short while, and then descends further to its destination as Hallas claps his pilot on the shoulder and says, "That was almost too easy."

Soon after the craft enters the hangar of the Venusian Resistance installation at the Sea of Amon, decloaking as it does so. The shuttle lands near a gathered Able Squad, and as the shuttle door opens, J.T. Marsh shuts off the illumination provided by Able Squad's e-frames to guide the pirates' landing. Hallas exits and turns to greet Marsh, who says, "Hey, it's good to see you again Hallas, hey and with a new command." The young pirate replies, "Simbacca's given me a reprieve." Marsh comments, "Yeah? He must be gettin' soft." Hallas blushes and says, "Is that any way to talk to the new second officer of the Pirate Destroyer Scavenger? This is my first visit to the inner planets. Venus is... beautiful." Nara Burns tells him, "You should see it during the day." "Someday I intend to. What's the cargo I'm supposed to pick up?" he asks of Marsh. As the cargo is carted onto the shuttle Marsh tells him, "A Neo mega scientist named Lysander, and a container of some kind of mutating agent. We need to get him to Chaos for questioning, and let Professor Algernon take a look at that mutating agent. Since you can't cloak while you're making orbit, we'll escort you out in case there are any Neo patrols around. Maggie and DeLeon will go along as escort." As Maggie Weston and Alec DeLeon frame up and follow the carts with Lysander (or what is actually, as seen by viewers in the previous episode, The Greatest Fear, a melding of the Neo mega Lysander with a Neo sapien undergoing experimental treatment for AutoMutation Syndrome) and the mutating agent into the shuttle, Hallas says, "Don't worry, we can handle a simple delivery." Marsh comments, "Yeah, well nothin's ever as simple as it seems."

Able Squad and the shuttle exit the hangar of the resistance base. Strapped into a seat on the shaking shuttle, Weston complains, "Oh, I hate these tin cans! I wish I was in my e-frame." DeLeon says, "Relax, Maggie. This is probably the only excitement we'll have on the whole trip." Soon the shuttle pilot sees, "Multiple contacts, closing fast! Looks like a Neo e-frame patrol." Hallas asks, "Did you hear that Marsh?" He replies, "We're on it! Come on, people, keep 'em off the shuttle." At that Able Squad leaves its close escort of the shuttle to engage the approaching e- frames, six of which are in view (one Command and five Stealth). The Neos open fire, and the ExoTroopers dodge and fire back as Marsh orders, "Spread formation."

The squads are now at close range, and as Bronski finds himself the target of a Neo e-frame he says, "Aw, man, not again. I've had enough of this crud." He dodges the approaching Stealth e- frame, which is sparing none of its weaponry, and returns fire with a shout. Soon Wolf finds himself a more appealing target, however, as the Neo Command frame flies nearby. Bronski opens fire on it with both rapidity and abundance, and though its pilot manages to deftly dodge a number of the shots, the e-frame is soon destroyed. Meanwhile, Takagi activates the holographic duplicate of his exofighter as he exchanges fire with and flies by a Neo frame, crossing his facsimile afterward. Turning to face his opponent, the Neo begins to fire at and follow the hologram. Kaz then tails the Neo and remarks, "Guessed wrong!" before destroying him. The firefight is still quite intense as Marsh orders, "All frames, pull back!" Able Squad withdraws and the remaining five Neos close on the exosquad commander. Marsh's heads-up display then shows INITIATE SOLAR FIREBALL and soon after the Neo e-frames are consumed by one from Marsh's e-frame. He reports, "You're clear Hallas." Hallas responds, "Thanks for your help, good hunting, J.T."

The pirate shuttle leaves the atmosphere alone and cloaks. As it approaches Scavenger both ships decloak and the shuttle enters the hangar. Once it does the hangar doors close, and the destroyer thrusts away from Venus. In the brig, Alec and Hallas look at the Neo mega, who is lying down behind bars. The former says, "We kept him sedated so he couldn't contact any of the other Neo megas." Hallas notes, "No chance of that out here." DeLeon states, "I know, I'm looking forward to asking our guest a few questions." Then, to the guard, "Call me as soon as he's awake." The guard bows slightly in affirmation, and the pair walks off. Inside the cell, Lysander's eyes open and he snarls as he watches them leave.

Weston and DeLeon are conversing in the mess hall with Hallas, who says, "Dark Matter Syndrome? It sounds like a lot of nonsense to me." Alec explains, "Professor Algernon is the only one who understands it completely, but he thinks that after the war is over, when you relocate on Mars, the psychological effects should gradually reverse themselves. You'll, uh, settle down." Hallas chuckles, "I don't want to settle down, I like being a Pirate. And I've never taken an insult from any man." With an edge to her voice Maggie replies, "Neither have I, but I don't go around bragging about it." Hallas smiles at her and says, "If I was an ordinary man like DeLeon here, you wouldn't find me nearly as interesting." Weston retorts, "Ugh, I couldn't possibly find you less interesting than I do right now." Still smiling, Hallas says with a hint of anger, "I said no man could insult me! You're lucky you're a woman." Smiling coyly Weston responds, "Hm, that's what I've always said." Getting up, Hallas tells them, "Well, I'd better return to my duties."

Once he has left Alec tells Maggie, "You shouldn't provoke him, emotionally he's still immature." She remarks, "No wonder he reminds me of Kaz." They are interrupted by the notice, "Brig to DeLeon, the prisoner is awake." Indeed, for the Neo growls as he watches the guard from his cell. Then the Neo's body liquifies and passes through the bars, and the blue pile of goo moves toward the guard. DeLeon tells the guard, "Don't try to question him until we get there." The Neo then reconstitutes himself in the form of Hallas as the guard responds to DeLeon with, "Understood." Turning back the guard says to the shapeshifting Neo, "Ensign Hallas, I did not hear you come in." Then, after looking at the empty cell, he shouts in shock, "The prisoner, he's escaped!" As his back is turned the Neo once again assumes a more liquid state to engulf the guard, who screams when he sees it upon turning back.

When Alec and Maggie open the door to the brig, the room is completely dark. "What happened to the lights?" asks DeLeon as he turns them on. He notes, "Funny, the guard said he was awake." Maggie asks, "What guard? Where is he?" as they walk to the cell. DeLeon opens it and enters, approaching a body wrapped in a sheet. He lifts the sheet, and the mixed reaction of shock and disgust on his face indicates what he sees isn't pretty. He tells Weston, "Well, I found the guard. Now where's the Neo sapien?"

The bridge then receives a message from DeLeon, "Captain Ryack, Officer Hallas, please come to the brig." Ryack says, "Very well, on my way." Pointing to another pirate he says, "You take the conn." Ryack exits the bridge and walks down a hallway when he is suddenly pulled into maintenance corner. He sees who seized him and says, "What are you doing Hallas? Let me go." But it is, in fact, the shapeshifting Neo, who assumes his more gelatinous form and engulfs Ryack. The Neo then begins to walk toward the bridge, assuming the form of Captain Ryack as he does.

At the brig, Weston holds a scanner in her left hand and a blaster in her right. Upon detecting something she spins and takes aim, then sees that it is Hallas. He raises his arms slightly, asking, "What's the matter, need help interrogating your prisoner?" Alec informs him, "Lysander has escaped." Hallas responds angrily, "What?! Wait 'til I get my hands on that guard." Weston gestures to the cell, "Someone beat you to it." Hallas demands, "Who did this?" DeLeon says, "Lysander couldn't have gotten out of his cell without help. How well do you know your crew?" Hallas seems angered by the implication, responding, "There are no traitors on the Scavenger." Then Weston interrupts, "Wait a minute, shouldn't the Captain be here by now?"

Meanwhile the Neo in the form of Ryack has returned to the bridge. He is informed, "Still holding steady on course, Captain." He approaches a pirate sitting at a console, checks behind to see that the man at sensors is occupied with his tasks, and then puts his hand on the shoulder of the man in front of him and begins to liquify it. He quickly muffles the pirate's attempt to shout, and though the pirate grabs his blaster he soon drops it. While the Neo watches the pirate at the sensor console, his victim appears to asphyxiate. But then an alarm sounds and an announcement comes over the ship's speakers, "This is Hallas, the Neo mega prisoner has escaped, he may be dangerous. A class one alert is now in effect." As he says this the pirate manning the sensor console notices what is going on behind him, but the wary Neo quickly engulfs him as well.

The effects of the announcement on other parts of the ship is seen as well, with sections of the ship being sealed off and pirates taking blasters off of racks. Hallas opens a panel and presses a button which silences the alarm. He says to the ExoTroopers with him, "I'll check the Captain's cabin. DeLeon, take the bridge. Weston, the cargo hold." As Hallas departs, Alec tells Maggie, "Be careful. The Neo may try to destroy the mutating agent, I would." She replies, "I can handle it."

DeLeon arrives at the bridge, and enters to find it empty. He inadvertently kicks something on the ground, and when he picks it up he sees that it is a mangled blaster. He glances around the bridge before moving in for a closer look.

Elsewhere, Hallas sees what he believes to be Captain Ryack, and so he calls out, "Captain. Captain!" When he fails to pause Hallas runs down the hallway after him. Soon Ryack comes to a sealed door, and he manages to separate the two pieces and push them open with his bare hands. He steps through, and he turns to see the door close as Hallas is about to reach it. Hallas bangs on the door, shouting, "Captain, answer me! Open the door!" He pauses to look up at his location and notes, "Engineering compartment, no other way out." Inside, the figure in the form of Ryack surveys his surroundings. Seeing a ventilation shaft just above him, the mutated Neo reverts to his more liquid state to pass through the vent. Back in the hallway a two pirates approach Hallas, one demanding, "What's going on here?" Hallas explains, "The Captain went in here and won't come out. He won't answer. Cover this door, and don't let anyone but me out." He pulls out his blaster and fires a pair of shots, knocking in the door. He steps into the room, but sees no one as he looks around. Mystified, he says, "I... don't understand." The Neo then makes his way down the shaft.

Meanwhile, Weston arrives at the cargo hold. She quickly gets into a crouch as turns to her right and, taking aim with her blaster, shouts, "Freeze!" A pair of men emerge from behind some cargo with their arms raised, one joking, "Take it easy trooper, there's nobody here but us pirates." Standing back up Weston remarks, "Everybody's a comedian." She begins to walk toward the container with the mutating agent, as the pirate says, "You're not going to find anything, we already looked. Or don't you trust us?" She explains, "I'm not taking any chances with what's in this container. He may try to get at it." The pirate tells her, "He wouldn't dare show his face around here with us on guard." As he says this the liquid Neo spills out of a vent just outside the door, and takes the form of Hallas. He pushes a button which closes the door, prompting Weston to run to the door and ask, "Hallas, what're you doing? Look, this is no time to play around." What he does is open a panel and pull a latch, and the ensuing whir of machinery causes the pirate to wonder, "What's he doing?" The answer comes when the external door opens, and the air begins to rush out of the room. The two pirates rush to grab hold of some boxes, but it does little good as the boxes are quickly blown out of the ship along with the pirates. Maggie seems to have more success simply running in the face of the sudden wind, though she soon falls and is pushed past her e-frame.

She screams as she slides along the floor of the cargo hold with the container full of mutating agent in her arms (no, the animators didn't bother to show her grabbing it), but she manages to press the magno-lock button on the container and hold on for dear life when it pulls itself back across the room and attaches itself to her e-frame. Fighting the still-present wind she struggles into the cockpit, where she takes a number of quick breaths before the e-frame is, all of a sudden, caught up in a gust and thrown into the wall, knocking Weston unconscious.

DeLeon is working at a bridge console when Hallas and the two pirates enter and approach him. "What are you doing, DeLeon?" asks Hallas. Alec responds, "Forget trying to reach Chaos, I'm locking in a course for Mercury. When I came in we were headed back toward Venus." "What happened to the bridge crew?" is Hallas' next question. Alec says, "You tell me. Did you find the Captain?" Hallas answers, "I saw him, but he ran from me." DeLeon stops and wonders, "Why would he run from you?" He gets up and approaches Hallas, who comments, "Strange things are going on." Hallas gasps when he sees a lit button indicating, "The cargo hold door is open." When he presses it, it starts to beep and flash, and Hallas says somewhat confused, "Now it's closed." "Maggie's down there!" exclaims a worried Alec. As he and DeLeon run out, Hallas orders the pirates, "You two, stay on the bridge."

The cargo door to the hallway opens, and the Neo enters. He liquifies out of Hallas' form and sloshes across the room to Weston's e-frame, where he assumes the form of a generic Neo sapien and peers inside. Weston's e-frame then stands up, with the container of mutating agent falling off. Then the Neo liquifies and sloshes into the cockpit of DeLeon's e-frame. At that point, Weston wakes.

Hallas and DeLeon run to the cargo bay, the former opens the door while the latter shouts, "Maggie!" The two enter, and Maggie approaches them in her e-frame. To their surprise she picks up Hallas, who lets out a shout, and throws him across the room. After rolling away he picks himself up and grabs his blaster. Weston knocks it out of his hand, and once again clamps him with her e-frame pincers. She says, "Let's see how you like it, you traitor." "Maggie, put him down!" shouts Alec. She does so, explaining, "This slime is working for the Neos. I saw him open the cargo hatch and send two of his crew out into space." As she exits her e-frame Hallas asks, "What are you talking about?" Maggie tells Alec, "He must have set the Neo prisoner free. Then he came down here to dispose of the mutating agent." Hallas protests, "I had nothing to do with this." This prompts Weston to send him to the floor with a right cross, so DeLeon jumps in, "Stop it! Something strange going on here, and Hallas isn't to blame. Hallas was with me on the bridge when the cargo bay doors were open. It couldn't have been him." Somewhat confused, she replies, "I know what I saw, it was Hallas. I mean, people just don't change into other people." Alec says, "Not by themselves they don't."

The Neo the solidifies himself within the cockpit of DeLeon's e-frame, taking the form of DeLeon. The cyberjack connects and activates, and the real DeLeon is barely able to shout, "What the He—?! Look out!" before his doppleganger begins to open fire. Weston climbs into her e-frame, while DeLeon and Hallas run behind some boxes. From behind the boxes they fire at the Neo, who is firing back. A pair of shots from Weston's e-frame knocks the Neo backwards. The communications e-frame falls on the container with the mutating agent, shattering it and causing the mutating agent to cover both the e-frame and Neo inside. The Neo quickly gets out and, shouting in apparently extreme pain, loses the form of Alec and becomes a slightly lumpy blue liquid on the floor. The three cautiously approach the blue substance and Hallas whispers, "Unbelievable." But what remains of the Neo begins to stir, and as Maggie asks, "What is it?" it shoots itself in a stream to the cockpit of Maggie's now-vacant e-frame. Nine blue tendrils wrap around various parts of the e-frame, emanating from a central blob in the cockpit, which soon has vague and distorted facial features.

Weston gasps when she sees it, and DeLeon says, "Come on, Maggie, get out of here!" as he and Hallas open fire. The three then run toward the exit as the e-frame begins to advance. DeLeon pauses to pull the fusion pack out of his e-frame, while Hallas and Weston fire on the approaching e-frame. Once DeLeon is out of the cargo bay, Hallas hits the panel which closes the door. But it doesn't slow down the mutated Neo, who bursts through the door as Alec says, "We can't stop that thing! The shuttle's our only hope." The two ExoTroopers fire as Hallas catches up to them, saying, "I'm not letting it have my ship." Weston asks, "You wanna mutate with that thing?" to which Hallas replies, upon an e-frame pincer thrust by the Neo, "Oh, I get your point." The 3 resume running, and pass through another door. Hallas closes it with a panel to his right, then runs to a panel on the other side of the door to announce, "This is Hallas, all hands to the shuttle. Abandon ship!" He is scarcely finished before the Neo has knocked down that door as well, and so he fires a shot and starts running once more.

Throughout the ship pirates runs toward the hangar while alarms blare. We see one enter the shuttle, then three more. Another pauses to motion and yell at the cook, who follows carrying a tray and canister, "Move it, Cookie! We're pulling out." They enter the shuttle, and soon Hallas and Weston do as well. DeLeon pauses to put the fusion pack down and set it to overload. Maggie shouts, "Alec, now!" and he looks behind him to see the approaching Neo. He dives for the closing shuttle doors, and Weston helps by pulling him in. She says, "Get us out of here."

The shuttle exits the ship's hangar, at which point the mutated Neo looks down to see the fusion pack with its counter at five and descending. It screams as the explosion blows apart the destroyer, and releases an energy wave that shakes the shuttle. Hallas, in the pilot's seat, mutters, "Come on, come on. That's it. Yes!" as the shuttle escapes the threat.

Maggie, seated, begins to relax and says to Alec, "Well at least that's over." DeLeon, standing and looking out at the remains of the explosion, notes, "This may only be the beginning; worse things than that creature may be waiting out there. Neosapien science created that, who knows what else they may be capable of." Seemingly unfazed she responds, "To tell you the truth, Alec, I'll worry about that tomorrow." And with a sigh Maggie lays back and closes her eyes as the shuttle thrusts off to its destination.

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