(nightmare, based on a flashback)
Creed is pumping a double agent known as Janice full of bullets as Logan screams at him for his actions. Creed replies that Janice had become a liability as she was comprising the carbonadium synthesizer that their team was supposed to obtain. Omega Red appears and corners them, demanding the synthesizer, but Creed tosses a couple of thermite grenades at him. Having no other escape option than to jump out the window from ten floors up, the trio decide to take the plunge down to the street. North refuses to leave the dead Janice behind as she is evidence, and they throw themselves out of the window just as the grenades explode. As they fall, Creed and North banter at each other, when suddenly one of Omega Red’s coils snag North. He has survived the thermite explosion and now, despite North’s gunfire, he proceeds to feed his death factor into North.
North exclaims that it did not happen that way, and wakes up. He has been dreaming, and tells himself that he’s still in Ottawa, and that all that was in the past. He chides himself for dwelling in the past again, but reasons it’s only natural since he doesn’t have a future anyway.
Someone in his doorway suddenly calls him by his true last name, Nord, alerting him to react by pulling out a gun. The person introduces herself as Elena Ivanova. She’s a psi-talent, and a former KGB agent. She reveals she has read his rather lengthy dossier, and that it was she who changed the ending of the dream he had just experienced. She then explains she needs his help in locating Sabretooth, but he snorts and tells her the dossier she read probably was not updated or she would have known about his contraction of the Legacy Virus. Pulling the bandages around his head off, he reveals the scars the virus has inflicted on him, causing Elena to gasp in shock.
He goes on to tell her that he’s in the final stages of the virus infection, and is in constant pain, having trouble even getting up some days. He’s in no shape to help himself, let alone anyone else. Putting on his Maverick mask, North tells her revenge is a waste of time, but Elena insists she will seek revenge on Creed for killing her mother. Changing the subject, she informs him that they are being watched by two people, one in an alley across the street, and the other on the roof of an adjacent building.
Maverick recognizes both of them; the first person is John Wraith, whom he dismisses as a non-threat, but he advises Elena that they have to watch out for the second person. Suiting up, Maverick prepares to leave his room, telling Elena that her desire for revenge is eating her up faster than the Legacy Virus is doing to him. He is barely out the door when he is struck down by the pain caused by the virus. Elena offers to help him up and away from there, and skeptical as he is of her intentions for doing so, he accepts and asks if she has a vehicle.
Soon, the duo are making their getaway in a Viper, just as Omega Red reveals himself. Maverick unloads a whole barrage of lead on him, but only succeeds in slowing him down. A rocket courtesy of Wraith suddenly blows Omega Red out of the way. Undeterred, Omega Red recovers from the blast and pulls a passing motorcyclist off his vehicle with his coils, and proceeds to chase Elena’s Viper down the streets.
Back in the Viper, Maverick asks Elena what her story is. Preferring to show him the exact details, she gives him a telepathic experience of what her mother went through.
Logan has come to kill Elena’s father, Epsilon Red, but he hesitates. His wife, pregnant with Elena, begs for his life, even as Epsilon Red himself pleads with Logan to end his inhuman life. Creed then bursts in and tells Logan the “hit” has been aborted, and the latter leaves. Epsilon Red then turns to Creed, asking him instead to do the deed. Creed just laughs and instead levels his gun at Epsilon’s wife, and fires it.
Maverick comes out of the telepathic experience somewhat shaken, and tells Elena not do to that to him again without warning. He then notices Omega Red catching up to them on the bike, and shouts for Elena to drive faster as he fires at the tires of the motorcycle. They take a sharp right turn and Elena continues her story. She was delivered c-section as her mother died from the gunshot, leaving her with a mental imprint of her mother’s death.
They approach a security area, a weapons research facility of the Royal Canadian Air Force, and drive straight through the gates without stopping. Omega Red follows them in, as the base’s defenses are activated, blowing Omega Red away in a hail of rockets. Meanwhile, the Viper hits a dead end as military vehicles close in on them. Wraith then appears and gives Maverick and Elena directions on how to get out of the base into the woods, before surrendering to the soldiers. Inside the base, Maverick and Elena run into a handful of soldiers around the corner, and Elena uses what remains of her psi-powers to manipulate the soldiers into thinking she and Maverick are not there. It leaves her drained and unable to walk, and Maverick has to carry her.
Somewhere else in the base, Omega Red is chained up and interrogated by a Colonel. He refuses to say anything, but a Sergeant reveals he’s a former Soviet agent after searching their intelligence data banks. Just then, Wraith is brought to the Colonel, and he is surprised to find Omega Red there too. He immediately warns the soldiers to destroy Omega Red instead of uselessly chaining him up. The Colonel retaliates by hitting Wraith with his handgun and asking the Sergeant to search for Wraith in their data banks as well. Seeing that he is too stubborn to believe him, Wraith fades out of there. True to Wraith’s warnings, Omega Red suddenly breaks out of his chains and slaughters all around him.
Meanwhile, Maverick and Elena have made it past the perimeter of the base. Maverick is too weak to continue carrying Elena and can only help her walk. As they struggle through the woods, Maverick asks her why she had to drag him into this mess and not let him die in peace. She protests that Omega Red was already on his trail, but he counters that she had led Omega Red to find him in Ottawa. He then collapses to the ground, his legs unable to carry him any further. Soldiers with dogs are on their trail, as well as helicopters. A soldier from one of the helicopters instructs the ground troops to deploy themselves in groups of three to five, so they can target any group of two with their thermal imaging.
Wraith catches up to Elena and Maverick, and seeing that Maverick is not bleeding, he decides to carry him through the woods. They run into a helicopter search light, but the helicopter passes them by as there are three of them, thinking it is one of the search teams. The trio wonder why the helicopter ignored them, as Wraith leads them to a hidden getaway car.
Just as Omega Red finishes draining the life force of the last solider he had killed, the data search for Wraith results in a brief profile of him. A transmission comes in for the now-deceased Colonel, stating that the fugitives have gotten away in a jeep and now a small plane, as well as the direction they are heading. Plotting that direction on a map, Omega Red realizes they are heading for the secret Weapon X site. He deduces that this is where Maverick must have hidden the carbonadium synthesizer. A helicopter soon arrives to apprehend him, but he just smiles as he requires air transport just now.
Onboard the plane, Wraith surprises Elena by spewing her history just as Maverick wanted to introduce her to him. She comments that it’s a pity he doesn’t know more about Omega Red instead of her, but he passes her a dossier depicting everything from his army records to fakes IDs to photographs. He then proceeds to tell her how Omega Red came to be: After surviving his own execution (for raping and killing young girls), authorities figured he might be hard enough to survive the Super Solider process, and thus put him through the program. It transformed him into Omega Red. Elena is shocked that the government turned a serial killer into a Super Soldier.
Wraith soon lands them skillfully on an unmarked landing strip with some help from image intensifiers, and tells Maverick he hopes he’s got a plan. Much later, Omega Red arrives in the helicopter, and tears his way through a fence to get into the Weapon X compound. At the same time, a couple of Canadian Air Force fighter planes are dispatched to blow up the compound after satellite imagery confirmed the presence of the four of them in the building.
Inside the compound, the trio have planned their attack on Omega Red, and Maverick tells Elena he’ll tell her where she can find Sabretooth after they deal with Omega Red. Wraith tries to convince her to forget her vendetta by telling her about Birdie, an alpha-class psi-talent sent to take Creed out in Hong Kong, who ended up his slave instead. Maverick also informs her that Creed’s own son then killed Birdie to spite him.
Omega Red’s coils suddenly burst through the wall and snare Elena, but she tricks him into seeing her as one of his earliest victims, distracting him enough to drop her and allow Wraith to open fire on him. Omega Red threatens them with a slow death as he climbs through the wall, and sees Elena and Wraith running off in one direction, and Maverick in the other. Maverick taunts him by waving the carbonadium synthesizer at him, and Omega Red takes off after him. Maverick leads him through the Weapon X compound to an open area with a giant red ‘X’ marking on the ground. Standing in the center of the ‘X’, Maverick taunts Omega Red further and begins firing at him. Omega Red traps him in his coils, but “Maverick” reveals himself to be Wraith, thanks to Elena’s psi-powers. Elsewhere, Elena and Maverick are standing by a switch, and the second Wraith fades out of Omega Red’s coils, Maverick throws the switch, activating the containment chamber where Omega Red has been fooled into entering.
As Omega Red claims the containment chamber cannot restrain him, the fighter planes can be heard overhead. Maverick realizes Wraith deliberately let the RCAF pick them up on the radar so they would perform an air strike for them. The trio hurry out of the compound, and come across Logan’s old Lotus Seven jeep. There are no keys available for the car, and Maverick quickly hot-wires the engine just as the fighter planes unload their missiles on the building. They accelerate out of the building just as it blows up spectacularly. Inside, Omega Red realizes what is happening from his prison and shouts in defiance.
Outside, Maverick upholds his side of the bargain and tells Elena that Sabretooth can be found in Fall’s Edge, Virginia. Upon saying this, he collapses from exhaustion and pain on the steering wheel. Elena is concerned for him but Wraith tells her he’s still alive, but that it’s a shame he will have to go back to the Prophecy in Ottawa and die alone. Deciding to put her vendetta for Creed aside, Elena volunteers to stay with him in his final days.