Seeking solace after the death of his sister, William Boone (Kevin Kilner) is visited by Renee Palmer (Jayne Heitmeyer) in a mountaintop cave in the Himalayas. She shows him a crystal that was found in an Atavan hive beneath Stonehenge and explains that when the crystal is aimed at a particular star in the night sky, it projects the locations of every Atavan hive on Earth.

Unaware that Ronald Sandoval (Von Flores) is tracking the crystal's location from the Taelon Mothership, Renee activates the precious stone and asks Boone to help her destroy the hives she is able to locate. Just as Renee pinpoints a hive location in an abandoned diamond mine in South Africa, she and Boone are ambushed by Tate (Richard Zeppieri) and a team of gun-wielding agents sent by Sandoval. Renee and Boone return fire and manage to escape.

Onboard the Mothership, Howlyn (Alan Van Sprang) meets with Sandoval to determine the best way to kill Boone. They decide to create the ultimate warrior, a being with both the ferocity of an Atavus and the insight into humans that only a Taelon would have. That warrior is none other than Zo'or (Anita La Selva), whom Sandoval resurrects from the bio pool in the Atavan chamber onboard the ship. Zo'or's confusion at being brought back from virtual death is replaced by delight when he learns that he has been resurrected to assassinate his old enemy, Boone. He agrees to be "joined" with a dead Atavan female in order to carry out the task.

Meanwhile, Renee, Boone and a team of resistance fighters, including Jonesy (Jim Thorburn), journey to the diamond mine and find the Atavan chamber, which they prepare to blow up. One of the explosives detonates early, however, exploding before the team is able to clear the mine. Renee is temporarily trapped beneath a piece of the fallen mineshaft before Boone pulls her free and helps her to safety.

Relaxing in a Washington nightclub following the mine explosion, Jonesy brags about the ordeal, only to be overheard by one of Tate's agents. When Tate learns the identity and whereabouts of Jonesy, he immediately forwards the information to Sandoval. Now an Atavan female, Zo'or pays Jonesy an unexpected visit at his hotel room. After seducing Jonesy into telling her that he expects to speak to Boone soon, Zo'or stabs Jonesy to death with her cleaves. The next day, Boone goes to the nightclub to meet Jonesy. When Jonesy doesn't show, Boone goes to his hotel room, where he finds Jonesy dead with a "Z" -- Zo'or's symbol within the Taelon synod -- carved into his chest.
At Augur's lair, J Street (Melinda Deines) examines tissue samples from Jonesy and discovers Zo'or's energy patterns. Boone and Renee immediately plan a trap for Zo'or. Remembering that Atavus are at a disadvantage in cold environments, they prepare to do battle at a refrigeration plant, and activate the crystal to lure Zo'or to them.

Everything goes as planned and after a hand-to-hand struggle with Zo'or, Renee and Boone are able to freeze the would-be assassin by opening fire on nearby canisters of dry ice. When Sandoval suddenly appears from the shadows and holds Renee and Boone at gunpoint demanding the crystal, Renee smashes it on the ground as Boone launches himself at Sandoval. A brief struggle ensues, but Boone and Renee manage to escape in the shuttle. Sandoval brings a frozen Zo'or back to the Mothership, where he is ordered by Howlyn to kill her.


 
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