Tesla arrives to inform the team that a sentient, organic nanite from Praxis has infected the base's computer system, and is threatening to spread itself across the globe. In an attempt to quarantine the nanite, Magnus and Tesla enter a virtual version of the Sanctuary. They are assisted by an avatar of Adam Worth, and they appear to have succeeded. However, Magnus and Tesla soon discover that Adam fooled them and is trapping them in the virtual world. As Adam becomes more powerful, he can take control of one of their bodies. However Tesla realizes his electromagnetism abilities can function inside the virtual world and sends Will a message in the real world. Will enters the virtual world, but Adam takes control of him. However, Magnus reveals to have tricked Adam; Will actually downloaded a duplicate of his subconscious, while Magnus finds and quarantines the nanite. Magnus and Tesla leaves while Adam remains trapped and powerless forever.
original airdate--November 29,2011 rating--0.955 million