A cargo plane falls out of the sky, its engine on fire. George wakes up and finds himself surrounded by panicking people and soldiers.
JJ is skating to school when Mr. Litchfield gets out of a car, grabs him, and tells him that he needs the answers for the equations. He warns that he's dealing with dangerous people, but JJ dismisses him and skates away. Litchfield calls King, who coughs and warns Litchfield to watch out for his own health. When he hangs up, Mrs. X, Helen Burton, comes in and tells him that he's fired. King insists that he's done everything possible, but she accuses the perspiring King of going easy on JJ because of his feelings for Stephanie.
When JJ tells Jim what happened, Jim insists on going to school to confront the teacher. They find him dead in his classroom chair.
George is helping Katie at home because of her pregnancy, and assures her that she's not alone. She asks him to get some vital from her new ob-gyn, Dr. Klein, but George gets a call from Jim saying that he's needed. Once George leaves, the Watcher comes in, smiling.
At the lair, George and Jim go over the files on Litchfield's death and confirm that he was electrocuted. Jim figures that one of King's supers is responsible and the next person in danger could be JJ, and calls Stephanie at home. She's there with JJ and Daphne and says that everything is fine, but the power goes out. Realizing something is going on, Jim heads for home.
JJ goes outside to check on the electrical box and a man named Ben is waiting for him. He shocks JJ unconscious.
The next morning, Stephanie searches the neighborhood without success to find JJ. George traces the last call on Litchfield's cell phone to King, and Jim storms into King's office to demands answers. King is deathly ill and says that he needs the trilsettum serum to stay alive, and then collapses.
Katie tells the Watcher about the baby, and he says that he stayed away because she didn't want him in her life. He touches her stomach, and George comes in and demands to know why the Watcher is there. The Watcher explains that he doesn't have powers and that's why he is there, to be with Katie because he loves her.
Jim advises against giving King an injection, but she insists on giving King the trilsettum so they can find out what he knows about JJ's disappearance. When he wakes up, King explains that he was dying of cancer eighteen years ago, and uses his own trilsettum serum to stay alive. Without a steady stream of it, he'll die, and hoped that JJ could help him create the permanence serum. King admits that GlobalTech's CEO, Helen Burton, is the one behind JJ's abduction and all of the other deaths. He agrees to help them find their son.
JJ is locked up in a rec room and Ben watches over him. Helen comes in and assures JJ that he can have everything he wants. She then accuses him of giving Litchfield rubbish, and JJ insists that he did the work. Helen asks how the Powells got superpowers and JJ says he doesn't know, and Helen locks him up in a cell and tells him to do the work. The Watcher is in the cell, much to JJ's surprises.
Victoria, disguised as the Watcher, is with Katie and they kiss before he goes to get her some pregnancy food. Outside, she reverts to her baseline form before going.
At the Powell home, King explains that JJ is being held in a special facility, and shows them the schematics. He warns that it is inescapable even with JJ's powers, and that he's the one who designed it. However, King suggests that they work together to free JJ. Daphne insists on coming, saying that they need her telepathic abilities to rescue JJ.
JJ asks the Watcher what's going on, and the Watcher explains that the antidote that Stephanie created worked, and his powers are gone. He's there because he's being punished for choosing not to harm the Powells. JJ explains that he's being kept there to solve the permanency problem, and the Watcher has an idea.
George goes to the hospital obgyn department and talks to Dr. Klein, who has no idea who Kate is. He admits that he was out for a couple of days when he was mugged in the parking garage. When he checks the records, he finds no sign of Katie's files.
The Powells go into the facility and Daphne uses her powers to force the guard to stop him for reporting in. She starts to push the man into telling where JJ is, but he claims ignorance. Daphne pushes harder and he collapses. Jim knocks the doors down and they go into the main lobby. Armed guards surround them and tell them to surrender. Daphne orders one of them to put his gun down, but the other ones tell her not to speak. Stephanie knocks the remaining guards out at superspeed and they continue, unaware that Helen is watching them on the closed cameras. She tells Ben to stop them.
The Watcher talks with JJ and goes over how they got his powers. He has JJ describe the plane, and then explains that the pilot of the plane had trilsettum samples. The Watcher loaded them onboard, and the pilot disobeyed orders and took on passengers. JJ realizes that inhalation may be the key and starts working. As JJ works, he tells the surprised Watcher that Katie is pregnant.
The Powells search the facility and Ben attacks Jim with an electrical blast. Jim manages to repel the charge, short-circuiting him unconscious, and threatens to crush his skull if he doesn't tell them where JJ is. Ben tells them and passes out, and the family heads for the cell. They enter the elevator but Helen seals it and pumps in knockout gas, and they quickly succumb.
Stephanie and Daphne wake up in a cell and Helen comes in to tell them that Jim is being kept separately and dosed with cinoxate. She has also given Daphne a sedative to negate her telepathy. Stephanie asks what Helen wants, and the CEO has the guards bring in JJ. Helen then tells JJ to finish the equations or she'll have Daphne killed.
Victoria as the Watcher is back with Katie, who is happy to have him back.
George is at the lair checking the hospital footage and discovers that Victoria attacked Klein and took his form. He calls Katie and tells her what's going on and that Victoria isn't dead as they though. George tells her to play along before he can get there, and Katie then asks the "Watcher" a question about his proposal, which he incorrectly answers.
King enters the facility and finds the unconscious guards.
JJ insists that he's told Helen everything he knows, and warns that stress overloads his abilities. However, he manages to come up with the answer, and tells her that she needs to mix the trilsettum with real epinephrine instead of an artificial substitute. Helen thanks him, tells the guards to shoot them in ten seconds, and leaves. As she walks down the hall, she hears three gunshots.
In the cell, King looks down at the three guards that he's shot and killed. Stephanie is worried about Jim, and King tells her to go after Helen and stop her from injecting her small army of crooks with the permanent trilsettum, while he rescues Jim. King then frees the Watcher, insisting that he'll always protect his son. He tells him to go find Katie and protect his family. Before he goes, the Watcher thanks him and calls him "dad."
The powerless Jim is trying to break out when King frees him and explains what happened. He then says that he's going to shoot Jim and blame it on the guards. Jim tries to bluff but King knows better and shoots him three times. He kneels over and promises the dying Jim that he'll take good care of Stephanie and then leaves.
Stephanie arrives outside just as Helen escapes by helicopter. Daphne and JJ come up behind their mother, and JJ suggests that they use the antidote Stephanie made. He explains that the antidote worked on the Watcher, and Stephanie prepares to head for the lab to get her antidote. King arrives and tells her that Jim was shot by the guards.
Katie tries to leave, but Veronica insists on making her a snack there. She finally tells her that she knows who Victoria is, and says they both know that no one can replace the Watcher. Victoria reverts to her own form and says that Katie can come with her or not. The watcher enters and Katie runs away, tripping. Victoria insists that the baby was the one they were meant to have, but he tells her that she hasn't changed. Katie tells him that her water has broken, and Victoria slips away. As she goes outside, George spots her from where he's hiding in the bushes.
Stephanie asks to see Jim, but King tells her to get the children out and he'll be there for her later. Jim arrives, revealing that the cinoxate had already worn off. King insists that he did it for Stephanie, and that she must feel for him the same way he feels for her. Jim shoves him through a crate, but King gets up and pulls a broken spar out of his chest, boasting that he can't die.
Katie warns the Watcher that it's too soon and the baby isn't viable. He assures her that he'll be at her side and everything will be fine.
King injects himself with more trilsettum and then attacks Jim, using superspeed and superstrength. He tells Stephanie that Jim has always dragged him down and throws him away. Daphne tries to use her powers on King, but he's immune to her powers as well. JJ tells his mother to get the antidote, and she superspeeds to the lab and gets it, and then returns and says that she does have feelings for King. She asks him to let Jim go so she can be together with him, and King releases Jim. She tries to inject him but he easily disarms her and starts choking her. She warns him that the trilsettum is affecting his mind. As he prepares to kill her, JJ calculates the trajectories and throws the hypodermic into King's one weak spot: his eye. King falls to the ground, screaming, and his cancer runs out of control, killing him in a matter of seconds.
Katie and the Watcher deliver the baby, but realize that it wasn't viable. However, its eyes glow with a green energy and it revives, and Katie picks up their son.
Victoria goes to the airport, where Helen is loading the prisoners on board a plane. Helen says that she doesn't need Katie now that she has the secret to permanence, and tells Victoria to get onboard with the others. George has followed Victoria to the airport, but a guard finds him, mistakes him for one of the prisoners, knocks him out, and tosses him onto the plane.
Special Agent Hawkins of the NSA comes to the Powell home and tells the family that there's been an incident. The plane with George and the other prisoners lost altitude and crashed. However, no bodies were recovered from the wreckage.
George wakes up after the crash and is surprised to discover that he's alive. The other prisoners have all manifested powers, and George realizes that the trilsettum was released into the plane's interior. That and the natural stress caused all of the passengers to gain superpowers.
Hawkins tells Jim and the others that they know they're no ordinary family, and the government needs their help.