Jade follows a suspicious black limousine that's been driving around the neighbourhood until it leads her to Byron Lucifer's mansion. She puts on sunglasses to disguise herself and goes inside to investigate. She sees them planting seeds from the pods, and her dog comes in and starts barking at her. The possessed townspeople realize she's not one of them and lock her up with Beth.
Adam and Megabyte are at the spaceship trying to figure out what's going on when Adam gets a strange feeling that Jade's in trouble and needs their help. They decide to split up: Megabyte teleports to Beth's lab to look for clues and Adam teleports to Mrs. Toms's house to check on Jade. Adam finds Mrs. Toms alone and scared out of her mind, because Jade disappeared while she was sleeping and she thinks the aliens kidnapped her. Jade's dog is outside barking at Adam, so he decides to follow him to see if he'll lead him to Jade.
While searching Beth's lab, Megabyte runs into his father, General Damon, and quickly realizes that he has been possessed. They fight for a while until General Damon gets knocked unconscious and the alien entity leaves him. The entity tries to possess Megabyte, but a flashbulb goes off in front of it and it disappears. The other possessed townspeople have managed to take the audio-frequency generator, but the disc needed to run the machine is in now in Megabyte's hands. General Damon gets taken to a hospital, where he is still unconscious. Adam teleports to the hospital and Megabyte fills him in on what happened. Megabyte tells his father's assistant that the disc is what runs the machine and that it needs to be put somewhere safe. The assistant hands it off to someone, who gets beaten up by the possessed townspeople, who take the disc back to the mansion. Adam and Megabyte get a vision of a mansion with a stone angel in front of it, but they don't know what it means. Adam wants them to go back to the ship to do research, but Megabyte doesn't want to leave his father. Finally, they leave. General Beaumont-Savage comes in after they leave and gets Damon to wake up. Beaumont-Savage wants Damon to sign over control of the operation to him so he can get all of the glory. Damon refuses, so Beaumont-Savage forges his signature and has a nurse sedate him before he can tell anyone what happened.
Jade is convinced that Adam and Megabyte are going to save them, but Beth is doubtful. Beth tires of waiting for a rescue and finds a way to escape through a window, and they make a run for it. The townspeople realize they've escaped and chase after them through the woods on ATVs. They finally catch up to them and tie them up in the basement of the mansion again, only this time they plan to kill them. Now that they've got the disc, they use the generator to grow hundreds of pods that they load up into trucks.
Meanwhile, Beaumont-Savage tells everyone that Damon signed over control to him and orders everyone to attack. They pull up in front of a large country house, but it's Mrs. Toms's house, not Byron Lucifer's mansion.