Max regains her consciousness after her heart transplant, only to realize that she is back at Manticore and that Zacks heart is beating inside her. Madame X or Dr. Renfroe brings her to what is remain of Zack, his various organs taken to save other X5s. Now that the DNA lab has been torched, Manticore has decided to designate a breeding partner to every X5s.
Maxs turns out to be Alec, a clone of Ben, who has no problem with her refusal to mate with him. With the help of Joshua, a half dog- half man experiment, she escapes from Manticore for the second time. Outside in Seattle, Logan, after 3 months, still believes that Max is alive. He decides to reveal the existence of Manticore through Eyes Only. Dr. Renfroe must destroy all evidence of the facility and burns the place, with people still trapped inside. Max cannot bear to see them die and releases everyone.
Logan is reunited with her, only to find out that she is deadly to him if they touch because Manticore has given her a special virus targeted at him. Luckily, Max is able to retrieve the anti-body from Dr. Renfroe, who ends up taking a bullet for Max because, in her words, Max is special. Dying, she tells Max to find Sandeman.
original airdate-September 28,2001
music-- "Dark Angel" theme by Chuck D/Public Enemy/MC Lyte
"They designed her to be the perfect soldier...a human weapon... then she escaped. In a future not far from now...in a broken world...she is haunted by her past. She cannot run, she must fight...to discover her destiny."