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College student Caitlin Fairchild is offered a scholarship by the National Security Committee to attend a secret military school set in a U.S. desert. While there she meets new friends Percival Chang (Grunge) and Roxanne Spaulding (Freefall). Unbeknownst to them, the school's headmasters—Ivana Baiul and Matthew Callahan—are conducting genetic experiments on their pupils in a plot to turn them into super-powered beings ("go Gen Active") and launch an insurrection against the government. The only person in their way is Colonel John Lynch of Internal Operations, an original member of Gen 12 who is investigating the Gen 13 project and is determined to expose the headmasters' illegal operations. He introduces himself to Caitlin and mentions that he knew her father, Alex. While feeling nauseous and searching for the infirmary one night, Caitlin finds a lab and searches its databases for information on her father. She is joined by Grunge and Roxy, but the three are discovered by a guard. Caitlin displays superhuman abilities and defeats the guard, but the trio is soon captured. Caitlin manages to escape, steal an exo-suit, and return to the base to help rescue her friends. Ivana is convinced that Grunge and Freefall are Lynch's spies and refuses to believe their denials. Soon, she is alerted that Lynch is arriving with a squadron to investigate their illegal activities. Once she leaves, Matthew reveals to Grunge and Roxy that he is psychic and knows that they are telling the truth. He intends to torture them until they go Gen Active or die. Grunge does go Gen Active and gains the power of substance mimicry. He breaks free, knocks out Threshold, and frees Roxy. They kiss afterwards.

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