(flashback / dream)
The Director is having a nightmare about the past and talks to himself in his dream. Malcolm, which is the Director’s name, is a young man again, standing guard outside the original Weapon X compound. He tells himself how he was still a inexperienced soldier, only two weeks into his current assignment when it happens. The body of another guard, Andrew Potts, lands at his feet. Malcolm thinks to himself how well he knew Andy. He looks up and sees why the installation was a secret installation - a mad man with metallic claws is fighting his way through dozens of guards. Malcolm freezes and doesn’t do anything while the lunatic kills all the guards. Logan then turns around and starts to hit Malcolm with his claws. Believing him finished, with Malcolm‘s face maimed beyond recognition, Logan howls to the moon. Just as he is about to leave, something happens in his dream, changing it, and it continues how originally it did not happen. Malcolm stands up and shoots at the mad man. He keeps shooting until Logan is dead, but then he is attacked by hundreds of mutants and some other superpowered humans. Malcolm’s voice talks to him, telling him that while he killed Logan, there will be others and he wonders if he can kill them all. Malcolm replies that he can and begins to shoot at them, killing them one by one, thinking how this is the only way it can end or otherwise he will never sleep again. He then notices something behind him and Wolverine stabs him through the chest with his claws. The Director awakes screaming.
A voice comes from the communication device next to his bed, asking him if everything is all right. The Director replies that all is well, it was only the television. Since he is now up, the Director asks him for an update of the mission status. The voice replies that Weapon X has arrived at their target. He thanks the person on the other side of the line and thinks about his restless nights and how it will be his last one if all goes well today. The Director thinks about the irony of mutants aiding him in his ultimate goal, especially the mutant his agents are currently about to recruit - Madison Jeffries. The Director knows that it took some time to locate Jeffries since he got himself mixed up with the Zodiac, a group of terrorist who use the signs of the Zodiac as their themes. He dismisses the Zodiac as not being important, but this time they have something he needs.
Meanwhile, Weapon X arrive at an island. They blow up a wall of the castle where the Zodiac are planning their next actions. Kane has taken the role of leader and he shoots Scorpio in the head, Wild Child has become more feral than ever as he slashes Aries‘ back. Marrow has rediscovered the killer in herself as she throws her bone daggers into Leo. Aurora uses her new powers to speed things up on Taurus and he gets smashed into a wall. The group’s rawest recruit, Washout, turns his arms into water and uses it to drown two more members of the Zodiac, Capricorn and Pisces. Usually he is just happy to be with Weapon X, but Washout can now finally earn his keep. Sauron finds Gemini and unmasks him as Madison Jeffries. Kane compliments Sauron and orders the rest to wrap it up. Mesmero enters, wondering why they are still busy, too selfish and arrogant to actually help out during the fight. Kane orders him to do something and with one word Mesmero puts the whole Zodiac to sleep. Marrow asks Kane why Mesmero didn‘t help earlier and Kane replies that Mesmero is a jerk. He then contacts base to tell them that they are finished and coming home. Sauron asks if he may absorb the life energy of the sleeping Zodiac and Kane allows it if he hurries up. The Director remarks that he finds Sauron feeding habits distasteful, but is pleased that the mission was successful. Before they leave, Weapon X blow up the castle.
Back at the base, the Director gives Kane a promotion. Kane is grateful, but the Director thinks to himself that this promotion had a dual function: to give Kane what he earned and to irritate the Director’s adversary in the program, his second in command Agent Brent Jackson. Brent makes several insults to Kane about his obedience. Kane doesn’t take it and wants to attack, but the Director calms him down. Jackson leaves, trying to hide his feelings, though the Director knows that Kane’s promotion served it’s purpose. Aurora stands up to tell Kane not to be bothered, but she deliberately bumps into the Director. She tries to seduce him, but the Director doesn’t accept…yet. He is well aware that Aurora uses sex as a means to get what she wants, though also the painful truth is that it has been a while since he had the opportunity to be with a woman.
Outside, Marrow asks Aurora whether she is blind, trying to flirt with the Director. Aurora remarks that Marrow has not been beautiful for long and that she has still a lot to learn about men. Mesmero walks up to them and offers them to be their teacher, but both females are disgusted by him. Marrow makes a bone knife and makes a quick cut in Mesmero’s groin, telling him that she warned him before to never touch her again. Aurora compliments Marrow as she tells Mesmero that the next time it’ll be more than just the little incision she gave him. From the shadows Wild Child watches as Aurora and Marrow cruelly laugh at Mesmero.
The Director thinks about the next mission. Since Sabretooth damaged the Weapon X Project’s teleporting system, they need a new way to teleport: the mutant Locus. He sends out Jackson and Washout to recruit her. Jackson because he hates these missions, and Washout because he annoys Jackson (and the Director himself). Washout keeps talking about how cool this mission is and how he and Jackson look like Men in Black, as they are both wearing suits and shades. However his suit is blue, but Washout reasons that it has been given to him because of his water powers. Jackson, too irritated to keep silent, remarks that it simply was the only suit that fitted Washout. He then threatens to shoot Washout if he messes up the mission. He knocks on the door and an old man opens. They show him the picture of Locus, asking if he knows her. In fact he does, though he hasn’t seen her the last weeks and he takes them to her room, telling them that she still owes him the rent. They enter and find the body of Locus. Jackson contacts the Director and he tells him what happened and that he suspects who was the killer. The Director thinks that he knows which person Jackson means and agrees with him. The culprit is Sabretooth, the man who has stolen their files on several mutants.
The Director remarks to himself that if indeed Sabretooth is eliminating prospective agents before they get to them, they should be glad that they got to Madison Jeffries before Sabretooth did. Jeffries has been located to Room X, described as the Area 51 of Weapon X. Jeffries welcomes the director surrounded by floating parts and tools. The Director thinks about Jeffries powers. He is a techno-morph, capable of creating whatever technology his mind can come up with. Jeffries creates a chair out of spare parts and asks the Director how he can help him. The Director thinks that it’s fortunate that Madison was already brainwashed before by the Zodiac, which made it easier to brainwash him again into serving Weapon X. He asks Jeffries if the armors standing around in the room are new models of his “Box”-suit. Madison confirms it and when asked about the “special item” he was ordered to made, he shows the Director a model and asks him if it’s a concentration camp. The Director replies that that name has too many negative connotations and asks Jeffries to keep it a secret. Jeffries complies.