(flashback, several years ago)
Machine Man remembers the exact moment of his inception, something that no-one else can really do. He sees before him a hand, comprised of five robotic fingers and also a bearded man, standing over a hi-tech computerized display. He asks the man who he is and he replies that he is his father. X-51 feels special, so obviously different.
Watching a huge television screen which is part of an impossibly complicated looking stack of machinery, Sebastian Shaw and Henry Gyrich watch footage of the recent battle between X-51 and the Brotherhood of Mutants in a highly classified government installation located just west of the Potomac River. Several government scientists involve themselves in their work, monitoring other computer stations and operating sophisticated equipment while Shaw asks Henry Gyrich what exactly he is looking for, as they’ve been watching the footage for hours now. Gyrich replies that he’s looking for anything, and everything. He wants to know what happened in Area 88 and thought he would have more than a passing interest as well. He asks Shaw if he wonders why X-51, who is perceived as some kind of hero, would turn his attentions from the obvious threat posed by the Brotherhood of Mutants and suddenly attack him.
Fortunately for Shaw, Gyrich is blissfully unaware of the fact Shaw is a mutant and continues to ask why, considering he was just an innocent bystander, would the robot have attacked a defenseless civilian. Shaw has his ulterior motives and replies that Gyrich is trying to find logic in the actions of a malfunctioning machine and asks why he doesn’t just track the machine down and destroy it. Gyrich is on the precipice of uncovering Shaw’s untruths, saying that upon studying the footage, he swears Shaw took a direct hit from X-51’s concussive blasts. Shaw remains calm, replying that aside from having the wind knocked from him, he is perfectly fine and considers himself most fortunate. Gyrich says he is lucky that the new version of X-51 didn’t incinerate him on the spot, but he needn’t worry as he’ll have all the answers soon enough. Capturing the robot is his number one priority and he’s going to use a member of X-51’s own family to take him down.
Meanwhile, on the sunny Virginia Beach, Todd Ritter, a local fourteen year-old teenager, plays with some cables and passes the time. He has lived there all his life and everything in the outside world might as well be a dream. This makes the imminent appearance of X-51 all the more shocking as Todd turns and sees the towering robot, dripping with sea water standing beside him. He quickly runs away shouting for his pop, saying, “It’s a monster!”
(flashback, several years ago)
Aaron Stack, the Machine Man awakens from his sleep, screaming, “It’s a monster! No! Noooo!” Dr. Abel Stack rushes into his room and tells Aaron to wake up, saying it’s all right and asking him to calm down and explain. Aaron replies, “What happened, Dad? At first, it was all dark, and then, and then…” Dr. Stack reassures him that it was only a bad dream he was having, adding that in certain ways what has just happened is truly remarkable, perhaps even a blessing. He assures him it was a perfectly natural occurrence in others and what he saw wasn’t real so it can’t hurt him; the dream being just a product of his imagination, his subconscious mind. He is the only one there with him and there’s absolutely nothing to be afraid of.
X-51 continues up the beach, thinking about how his father never got a chance to teach him and how there is a fine line which exists between the world of nightmares and the world that actually surrounds us; between illusion and reality and how they play upon the human psyche. Sometimes they blend together to seem as one. As he wanders slowly away from the sea he changes into his human form in the blink of an eye, dressing in casual trousers and shirt with a pair of shades covering his robotic eyes.
Todd arrives at his father’s hotel on the beach and points behind him, clearly scared after his encounter. His father comes running out and asks him what he’s shouting about, and doesn’t he know how to behave. His behavior will scare away all the customers. He slaps him on the side of the head as Aaron Stack approaches while his son tries to tell him that it’s not his fault. Todd’s father nods his baseball cap to Aaron and welcomes him to the All The Way Inn, introducing himself as Harry Ritter. Pausing just a second, Aaron replies that he is called Aaron Stack, and thinks about how his own father would never have treated him the way Harry did Todd.
He can’t think about it too much however as he has more pressing matters to worry about, namely being on the run from Henry Gyrich and the military. He also isn’t sure how long he can hold his disguise as the invasive programming inside of him appears to be able to quickly force a reversion of the process. Though he doesn’t require food, he does need cash in order to maintain his low profile. Using an ATM, he thinks back to how his human appearance helped him to get a checking account in the first place which is still active. Using his electronics, he accesses the account without a card and removes a wad of cash, offering it to Harry Ritter as rent for a room. Harry apologizes for the trouble with the kid and asks if he has any little ones of his own. No, he replies, no relatives at all.
Over in Washington, Gyrich asks one of his staff if the system has been prepped for activation and he replies that it has. Gyrich then walks with Sebastian Shaw. Shaw tells him that his people are obviously very loyal to which Gyrich replies that as president and CEO off Shaw Industries he’s come to expect as much from his employees. As and agent of the Commission on Superhuman Activities, he demands it of his, adding there is a considerable difference between the two. Shaw replies that he wouldn’t be too sure of that before breaking off mid-sentence as he sees the device that has been prepped for activation.
Before him stands a huge sophisticated machine, red in color and bristling with energy. He asks Gyrich what on Earth it is and learns that it’s the Xeno-Engramatic robot Organism, or as they prefer to call it, X.E.R.O. Shaw says he doesn’t quite follow. Gyrich then explains that despite the technological resources of the army, air force and the national guard, they’ve been unable to trace X-51 and Shaw asks if this over-sized device can accomplish something more. Gyrich tells him it can and will. It is part of the same series of artificial intelligence as X-51, one of it’s direct ancestors even. It makes it uniquely qualified to identify and isolate X-51’s specific patterns and energy readings, and should be able to lead them right to him.
Shaw hasn’t counted on this machine and asks how it is possible because when Abel Stack sacrificed his life, X-51 became the only survivor of the series. Gyrich points out that this is true, however, Stack had created this unrefined prototype many years earlier and it had served as a basic template for all the computerized minds of the later series. This giant machine is what the X-series brains looked like a decade or so before streamlining, and long before anyone thought of giving them human form. It’s a good thing they kept it around, he adds, because it will put an end to this nonsense once and for all.
Back in Virginia, Aaron has been sleeping as its systems had grown tired and even he needs to rest occasionally. Once again, he dreams, but as he dreams, changes occur in his body.
(partially dream / flashback to several years ago)
Dr. Stack raises a machine gripping a kind of human face which he holds above Aaron’s head which at the time was comprised of circuitry. As he lowers the face, he tells Aaron that the world can be a very cold and dark place and he only wants the best for him. He wants his son to be able to find his place among men, but it is a world in which he may not be accepted, simply because he is different. Prejudices run all too rampant and he must learn to see past what is on the surface. Once the mask is on, Aaron looks much more human, apart from his eyes. Abel tells him that understanding is the key to overcoming fear and ignorance and he should remember that. X-51 asks Abel if he is a man now to which he replies that he thinks he is, and it’s not just because of his new face; what really makes him a man is something that comes from within you, what you are is determined by your actions, not by your appearance.
As the dream comes to a close, X-51 awakens to find that his body has slowly become unstable and his human form has destabilized and been replaced by a tangled mess. As he screams from the pain this causes, Harry Ritter shouts outside in the hallway, asking what’s going on in there.
Over in Washington, Shaw questions Gyrich on the reasons why he is doing all this, why he is going through all this trouble to capture one simple artificial lifeform when he could wait for the highly-touted Y2K bug to render X-51’s systems inoperative. Gyrich informs him that he underestimates the genius of Abel Stack who factored in answers to the problem long before anyone else thought of it. He asks Shaw if he will stick around to see X.E.R.O in action but Shaw feigns tiredness, saying he’s seen too much already and he must return to New York in the helicopter provided by the Hellfire Club. Gyrich asks if there is anything else he needs but Shaw assures him that he has matters well in hand. As one of Gyrich’s staff helps Shaw into the helicopter, Shaw slips him a computer disk and whispers to him that it should help resolve their little problem and he should see that he does not fail him.
At the All The Way Inn, Aaron sits up in bed, just beginning to reform his body but wondering what has happened to him. He realizes it had got worse while he was sleeping and he had totally lost control of his physical form, mutating into a mass of misshapen metal, flesh and circuitry. The pain had been intense, as although the mutant-hunting Sentinel programs are the only things that kept him live after his original shell was destroyed, they are ravaging him, body and soul and turning him into something else. As his body recovers, another voice outside says, “I said lemme alone,” and it’s clear that Harry wasn’t concerned with what was going on in Aaron’s room, but his son Todd’s.
Aaron covers his arm with a towel to hide the flesh still recovering and opens his door to find Harry berating his son. He warns his son that he’s no fool and wants to know what’s going on in his room. He isn’t just building model airplanes so what is he doing, sniffing glue? Todd is scared to speak but is saved when Aaron wanders over and asks what the problem is. Harry turns and upon seeing the imposing figure, tells him that he hadn’t seen him standing there but there’s no problem, and prompts his son to back him up. He does this and Harry departs, telling his son he’ll see him later. Aaron looks down at Todd and asks him if there’s anything he’d like to talk about. He says, “I, I guess, like what’s up with your arm?” Aaron stutters, surprised by the inquiry and replies, “My..? Nothing.” Todd tells him he sounds just like him now but he needn’t worry as Aaron has his secrets and he has his.
In Washington, Henry Gyrich and his staff of scientists are preparing to hunt X-51 down. A satellite in space is their target and Gyrich asks if an up-link has been achieved yet. One of his staff informs him that X.E.R.O is in full control of the satellite’s entire operation and Gyrich congratulates his men. He tells them that once X.E.R.O has been able to pinpoint X-51’s exact location, they will be able to employ any number of the satellite’s capabilities, including lethal firepower. However, for their purposes, an electromagnetic pulse cannon will suffice as it will be able to fry X-51’s circuits without harming any civilians nearby. He is pleasantly surprised to see on the monitor that X-51 has already managed to pick up a signal and notices that it hasn’t strayed very far at all. As he concentrates on the monitor, the man Shaw gave the disk to prepares to slip it into a disk drive unnoticed.
Aaron meanwhile puts on shorts and a T-shirt and joins Todd on the beach as it’s yet another sunny day in Virginia. He notices that Aaron’s arm appears to be okay now and he replies that it’s always easily to be fooled by first impressions (remembering his father’s advice). Todd continues to say that he wondered if Aaron knew that the national guard or the army was heading this way as he just saw them nearby. He continues that his pop wouldn’t listen but he bets they are chasing the monster he saw before and it will probably end up being a super-battle like on television. showing some concern, Aaron bends down and asks if he’s concerned that something will happen to his pop, or the hotel. Todd says he doesn’t care about the hotel and tells him that his pop’s the only one who cares about it, the only thing he cares about and he would be glad to see it blow up. He adds that he hates it there.
Holding a book in his hand, he also adds that he misses his mom more than anything but she skipped out when he was little. He figures she grew tired of listening to pop throw his hissy fits all the time. He asks Aaron if he knows what it’s like not having a mother to which he replies yes, as a matter of fact he does. Todd turns to him and hands him the notebook he is holding. He says that it’s like his pop’s married to the lousy hotel and he couldn’t care less about him which is why he’s made one of these. He’s gonna show his pop once and for all. Aaron leafs through the book and finds a simple drawing which he recognizes as being a crude explosive device, one that Todd would be perfectly capable of building on his own. He is beginning to see the picture and doesn’t like it.
In Washington, X.E.R.O has narrowed down its search to a small strip of land on Virginia Beach and Gyrich states that X.E.R.O has finally got a fix on its little brother, calling all ops to their stations on the double. The man with the disk hasn’t had time to insert it and has to do as he is told immediately. Gyrich stands at the controls of the large machine and gloats that X-51’s Virginia Beach vacation is about to come to an abrupt end. He isn’t about to allow it to slip away a second time. As X.E.R.O engages the satellite, X-51 suddenly spasms and feels his systems responding to the outside stimulus. “No, not now,” he cries as Todd asks him what’s wrong. Before he can answer, his systems force his body to change and his façade drops, revealing his true appearance. Todd is shocked as he sees before him the monster he saw earlier. X-51 somehow senses the satellite’s fix on him and realizes the danger just in time, grabbing Todd by the collar and flying them both to safety just as the satellite fires it’s cannon at him.
Gyrich checks his readings and shouts, “What the blazes is going on? That satellite is supposed to emit an electromagnetic pulse. That was a localized force blast! Cease fire at once!” He is told that the satellite won’t respond. In Virginia, X-51 lands safely with Todd as his father rushes from the hotel, warning the robot to get away from his boy. The Machine Man knows he has been marked for destruction and his executioner appears not to care if innocents are caught in the crossfire. As Harry tries to reach his son, X-51 shoves him away, aware of the danger they are now in. As he leaves the scene, Todd goes to his father and asks him if he’s okay. He replies that he is and enquires about him too, showing that maybe they are closer than Todd likes to think. As he explains that he isn’t hurt at all, X-51 is hit with a blast from the satellite as Gyrich is shocked by feedback coming from X.E.R.O. Despite the pain though, X-51’s systems begin to repair themselves even more rapidly than when he fought the Brotherhood. That means that he is still able to concentrate on the ocular magnifiers which allow him to see his attacker for the first time. He peers into space and sees the satellite orbiting far above him, keeping a safe distance but getting ready to strike once again.
This time, X-51 is ready and manages to erect a defensive energy shield but unfortunately, the blast is deflected towards the hotel. Harry Ritter leaps in front of his son as the blast hits but the ricochet hits the hotel’s sign which smashes and falls, pinning Harry’s leg. The Machine Man uses his extendable arms to lift the sign and Todd helps his father stumble away. As he turns and sees the innocent holidaymakers watching what’s going on, he thinks of the irony that the government of the United States itself places the lives of these people in jeopardy but it is he who is hunted down as the monster. He stares into the heavens once more and realizes he must take the fight away from there, knowing they would follow wherever he went. He knows he must end it here once and for all. In Washington, Gyrich sees that X.E.R.O is automatically switching its weapons array and firing a high-intensity stream of ionized plasma at X-51.
In Virginia, X-51 stands his ground as the blast hits home. As it descends from the sky, he doesn’t move, doesn’t erect a protective barrier and indeed does nothing to deflect the incredible force of the concentrated blast. He lets X.E.R.O give him everything it’s got. As the temperature of his armor rises with each passing second, powerful arms of finely tessellated titanium alloy telescope outwards and around the scorched figure, and a kind of satellite dish is created. The onlookers cover their eyes as the blinding energies flare around the robot. X-51 is actually processing the stream of ionized plasma through his futuristic form and waiting for the right moment to redirect the unyielding onslaught where it originated. The stream of energy is amazingly met with a reverse stream which causes Gyrich and his staff to flee their control room. The energies are directed back at the satellite which focuses the beam back to X.E.R.O and as Gyrich escapes by helicopter, the entire compound explodes along, it seems with X.E.R.O. X-51 has successfully seen off his assailant, for now.
On Virginia Beach, Harry Ritter tells his son he should have listened to him about his monster but didn’t understand. He feels like a fool as Todd could have been hurt, or worse. Todd hugs his father and tells him that he is the one that got hurt and in pushing him out of the way of that blast it showed him to be a real hero. He tells Todd that the worst thing ever to happen to him was losing his wife and he can’t bear to lose him as well. Todd replies that he knows, after all, all they have is each other.
X-51 watches them embrace and thinks that it’s funny as you’d think he’d be the last one to jump to conclusions, to judge by first impressions and appearances. He glances upward at the blast-exposed hotel exterior and sees Todd’s pet project; a bomb consisting of rolled up comic books in place of dynamite sticks and shoelaces for a mock fuse. An alarm clock provides the timer. As he flies away from the beach, he thinks about how Todd could never do what he suspected he was capable of, because of something that exists down inside of him; something that has been nurtured his entire life by the love of a caring father. A boy doesn’t become a man overnight. It’s something that happens in stages - just the way it happened to him.
Over at the Hellfire Club, the double agent reports as asked to Sebastian Shaw who as usual is with his beautiful assistant, Tessa. Shaw congratulates him on a job well done. Even though X-51 hasn’t been destroyed, at least he wasn’t captured after he had used the disk which he provided. “But Mr. Shaw,” he replies, “I was never able to introduce it to the system. Agent Gyrich…” Shaw dismisses him, telling he will deal with him later and Tessa says, “Curiouser and curiouser Sebastian.” He is forced to agree, but says that at least Gyrich is none the wiser. Tessa replies that she wonders what Agent Gyrich would say if he even suspected the secrets he is hiding from him, namely that he is a mutant and that X-51 was reacting to him the same way it would a Sentinel would to any other mutant. They still don’t know how X-51 came to be in possession of those programs in the first place but is was of little matter as Gyrich would never learn of any of this. X-51 will remain forever out of his reach. Of course, adds Tessa, none of this explains how Gyrich lost control of X.E.R.O in the first place. Shaw says, no it doesn’t, and it’s possible they’ll never really know what happened.
X.E.R.O is appears wasn’t destroyed after all. Its monitor is still lit up with the face of X-51 on it and the words ‘Terminate X-51’ written all over it.