At the U.S.D.A.S. facility, General Young gathers a new group of scientists and introduces them to Dr. Dennis Armstrong, who is actually Zin. Zin implants a new life force into the comatose body of Wes Tarver, formerly occupied by Kres. The life force belongs to Remel, Rhee's brother, who couldn't find a body on the train and was preserved by Zin. Remel want revenge against Cole for capturing Rhee and goes after him against Zin's wishes. Cole recognizes his fighting style. When General Young objects to Zin looking through his files, Zin kills him. Cole infiltrates the facility, after redirecting a Russian spy satellite and having Mel guide him via an earpiece. Realizing Cole might need his help, Nestov sneaks into the facility after him. They end up getting captured by guards but escape. Zin and Remel are searching an abandoned wing for files left by a scientist, who was interrogating a Vardian, whose ship crash-landed in Lake Michigan 50 years ago. They find the files. Cole catches up to them and fights with Remel. He takes Remel's life force, but Zin escapes. Cole and Nestov return to the bar. Meanwhile, Nestov is taking photos of models for a Watchfire calendar, finally convincing Mel to be Miss December.
- Avenging the Villain: Remel is out for revenge on Cole for taking his brother Rhee's life force in the first episode.
