Zo'or, Sandoval, and a third person named Fields are watching a television commercial for a remarkable project called "Second Chances" which has been developed by Taelon and human scientists. The new project, which is being touted as a fountain of youth will make elderly humans young again. A publicity campaign has been launched and the first commercials are being aired today. Zo'or believes that the campaign will be a success. Fields is dubious about the new youth technology. Sandoval tells him that test results for the previous three months have been examined by his technical team, and that no flaws were discovered. Fields informs Sandoval and Zo'or that minimum test period for products is one year and that a shorter testing period was only approved based on assurances that the technology would be ready. Sandoval asks Fields what his concerns are, because Fields' own technicians have confirmed that the technology is, in fact, ready as promised. Fields agrees that recent tests have been successful, but he is worried about a recurrence of problems which plagued the scientists at the beginning of the project. If those problems surface again, the company is in trouble. On the television screen, the handsome image of a young man who has undergone the Second Chances procedure is shown. Outside a research complex, the young man from the Second Chances ad flees from the building, pursued by security guards. There are lacerations on his face and blood on his clothes. When apprehended by the guards with drawn weapons, he asks them what has been done to him and tells them he "can't live like this". Begging the guards to kill him, he moves aggressively toward them. The guards fire at him, but with their weapons set merely to stun. The young man collapses, and when they examine him, they discover that he is dead.

In his apartment, Augur is creating a sculpture. Liam Kincaid is there and asks Augur what he knows about project Second Chances. Augur replies that his broker told him about the project, that it functions by repairing damaged cells and restoring the subject to optimum genetic potential, effectively restoring the subject to an age of about twenty-five years. Liam is incredulous, and Augur tells him that the company sponsoring the project positioned themselves to go public right after their first experiments. It looks as though the company is now ready to do so. Liam hasn't heard anything about the project from Da'an. Augur makes a wry comment about the existence of yet another project which Zo'or "forgot" to tell Da'an about. Liam is suspicious, saying that Zo'or only keeps projects secret when he has a sinister hidden agenda of some kind, and that they must find out what Zo'or is up to. Augur agrees and says that they had better do it soon, because once the public buys into the propaganda for Second Chances there will be no way of stopping it. Lili contacts Liam on her global and he asks her if she knows anything about Second Chances. She doesn't, but she has seen the commercials, and she tells Liam that Zo'or and Sandoval have been in meetings with business men all day. The meetings must have something to do with Second Chances. Liam is anxious to begin sleuthing, nut Lili tells him abruptly that she must go. When he asks her what is going on, she tells him that they'll talk later. Liam asks Augur if he knows what Lili is up to, but Augur doesn't know and merely shrugs, suggesting that she has a date.

Lili is walking through the basement level of a parking garage. She hears a noise behind her and looks around, but sees nothing and continues on her way. Suddenly there is the sound of a weapon being cocked behind her and she stops again. There is a man behind her with a gun and he is joined by three other people, also with their weapons drawn. A short blonde woman appears and tells everyone that everything is OK, that it is Marquette. Lili's first words are confrontational. She asks the woman (Halley) what she is doing in Washington. Halley replies that there is a problem, and that Doors can no longer lead the Resistance because he has become too much of a public figure. Lili replies that Doors has always been a public figure, even when he was underground. Halley retorts that Doors has cameras on him at every hour of the day and night and that the Resistance needs someone as a leader who can move about freely. If action is not taken at once, the Resistance will become nothing more than a band of isolated Resistance cells. Halley tells Lili that she (Lili) has worked more closely with Doors than anyone else and that everyone respects her. Lili is speechless.

Liam asks Da'an about project Second Chances. Da'an says he has never heard of it and knows nothing. Liam is anxious to discover what Zo'or's hidden agenda is. Da'an tells him that he should start with the person who has been chosen for the first transformation, and that he (Da'an) has already requested a meeting with her.

An elderly woman in a wheel chair, Pearl Bell, enters a room, pushed by her son, Sam, who thanks Da'an and Liam profusely for helping his mother who has been very ill for three years. Da'an expresses his sorrow for their suffering. Pearl has some understanding of the procedure which will be carried out and is aware that it will repair her cells. Da'an tells her that he requested the meeting because he wanted to be certain that she understands the risks involved with Second Chances. Pearl dismisses the risks, saying that she is dying anyway. Liam asks if she has considered the impact of the procedure on her son and his family when she emerges as a twenty-five year old woman. Sam asks about the impact of having to attend Pearl's funeral. Da'an asks Pearl and Sam to consider all the consequences of their decision. This alarms them, and they become worried that the Taelons have changed their minds about allowing Pearl to undergo the procedure. Liam asks if they have always been supporters of the Taelons. Pearl says that she had never had much use for aliens until now. Sam confirms that the family were never asked by the Second Chances scientists about their feelings about Taelons. He says they were told their feelings didn't matter, and he says it is unfair to get their hopes up and then take those hopes away. Liam reassures them, saying that there is no need to worry and that no one will stop them. Pearl and Sam thank Liam and Da'an and exit the room, leaving behind a suspicious Liam and a deeply distressed Da'an.

Jonathan Doors is interviewed about the Second Chances project. He agrees that the sales pitch sounds irresistible and asks who wouldn't wish to be thirty years younger. The interviewer asks Doors if he is aware of any specific problems with the procedure. Doors replies that the whole project has been shrouded in secrecy from the beginning, and asks if there is anyone out there who does not believe that gifts from the Taelons come without a price. The interviewer says that some people do, or that they are willing to pay the price, whatever it is. Doors believes that the Taelons are very cleverly stacking the emotional deck for the initial transformations and selecting recipients who are elderly, and ill. The interviewer asks why that is a problem. Doors says that it is manipulative, and makes it appear that the technology has a humane purpose. The interviewer says that many people believe that is the case. Doors reiterates that humanity should think again before they play right into the hands of the Taelons, and that humanity is saying it is prepared to pay any price to live. The interviewer reveals that the price for a Second Chances "repair" is in the six figure range. Doors says that he is not talking about money, but about the value of the human soul, and that the human soul is what is being sold.

On the mother ship Da'an confronts Da'an and demands an immediate accounting of his activities at Second Chances. Zo'or purrs and says that the Synod has not made any such request. Da'an restates his request, saying firmly that HE is a member of the Synod and that as such Zo'or should consider this a request. Zo'or invites Da'an to accompany him to the lab where the first transformation is about to take place. Da'an is surprised, saying that the procedure was not to be done until the next day. Zo'or silkenly says that the schedule has been advanced at the request of the family because Da'an alarmed them.

Pearl Bell's transformation is only a few moments away and the room where it is to take place is crowded with spectators and reporters. A reporter tells the television audience that this is the first public transformation procedure from the Second Chances project, the ground breaking joint venture between humanity and the Taelons. Medical technicians are calibrating their instruments when Pearl Bell enters the room accompanied by her son. She is placed in a glass chamber, and as the procedure begins, it fills with myriad glowing lights which circulate through it and are transmitted to a similar vacant compartment which is adjacent to it. When the activity has been completed, Pearl reappears in the nearby the vacant chamber as a tall and radiantly beautiful young woman. The audience is speechless.

Liam is restless and paces back and forth in Augur's apartment as he waits for Augur to appear. When he comes in, Augur is shirtless and is dismayed to find Liam in his home, saying that he doesn't mind Liam visiting occasionally, but that Liam has his own place (which Augur gave him). After seeing Pearl Bell's transformation Liam is very worried about what Zo'or is up to. As he dons his shirt, Augur says that whatever Zo'or is doing it is not for the benefit of human kind. He turns on his television set and tells Liam to check out the evening news broadcast.

On the set, the interviewer who interviewed Doors earlier says that Second Chances has been deluged with requests for a transformation. He asks Pearl how she felt when she awoke in her new body. She replies that she was both scared and excited and that she is still in a state of disbelief. The interviewer says that she must be feeling appreciative of the Taelons at this moment in her life. Pearl looks at him vacantly for a moment before telling him that she has been grateful to the Taelons ever since they saved her son's life. She explain that a few years ago, Sam was diagnosed with a life threatening heart arrhythmia, and that the only course of treatment was an untested Taelon technique which had not been approved by the AMA. Taelon physicians secretly performed the procedure on her son and saved his life.

Liam notices at once that something is not right. When he interviewed Pearl in the presence of Da'an, she displayed neither admiration nor dislike of the Taelons. He remarks that Pearl paused for a moment before making her statement about the Taelons saving Sam's life. Augur thinks that such a pause is natural and that Pearl was merely recalling events which occurred three years ago. Liam says that Pearl did not react similarly to any other question from the interviewer, and that it is almost as if she is making things up as she goes along, He says they are out of time, and that if the next procedures are successful, there will be no way of stopping Zo'or.

Halley, the Resistance member from out of town and Lili are waiting for Jonathan Doors to arrive, and Lili appears to be very uncomfortable. When Doors enters, Halley makes a sarcastic comment about not recognizing Doors without his entourage. Doors asks what the meeting is all about, and Halley explains that Resistance members are concerned about where Doors' run for Presidency will leave the movement. Doors believes that as President, he will have more power to affect change than he did as a fugitive. Lili says that it is not necessarily true and gives the current President Thompson as an example. Doors snaps back that he is not Thompson. Lili rephrases her statement and explains that if the Resistance are going to win the struggle, they need the flexibility an underground gives them. Halley adds that many Resistance members do not have Doors' faith in the American political system, and that some of them believe that Doors is in the election just for himself. Doors is angry and turns away. Halley says that insults are not her intention, that she speaks for the North American Resistance when she wishes him success in his campaign, but Resistance members are not ready to give up the underground fight. Lili tells Doors that it is time to select a new leader, and Doors says that he has not decided to step down. Halley tells him that the decision has already been made for him. Doors rather pointedly asks who bankrolls the Resistance. Halley replies that they continue to need his money, but that they are not willing to sacrifice leadership to get it. Doors gives Lili a withering look and confronts her saying that she wants to be leader. Lili replies that nothing has been decided, but that she will do whatever is best for the Resistance.

There is an outdoor press conference at the Second Chances complex and Pearl Bell is introduced to the audience. Halley and three of her Resistance cell are in the crowd. One of her cell members is agitated and Halley tells him to keep his cool, that they are merely acting as observers. Pearl introduces the first transformees to the audience and says that they were chosen to demonstrate the effectiveness of Second Chances over a wide spectrum of ages, genders and races. Halley's cell member loses his composure and begins to lambast the audience. One of the transformees seizes a guard's gun and begins shooting into the crowd, shouting that the Taelons saved his father. Bedlam ensues; Halley and her companions seize Pearl and flee as Liam tackles the young man who took the guard's weapon.

Pearl has been placed in restraints on a gurney at Resistance headquarters. She struggles, screaming that the Resistance cell are murderers and that the Taelons will kill them all. Halley tries to pacify her and tells her that she will not be hurt, that they are merely going see what was done to her. Pearl is given an injection and she becomes quiet. One of the Resistance members shouts that they have company. Halley admonishes the physician to be careful as she does not want Pearl hurt, and goes out to see who has arrived.

The "company" consists of Liam and Lili. Halley is hostile toward Liam and keeps her weapon trained on him, telling him to raise his hands. He inquires about Pearl and is told that she is there unharmed and is with a Resistance doctor. When he asks Halley to identify herself, and she names herself as Halley Simmons. He has never heard of her and Lili explains that Halley leads the Resistance effort in the Pacific Northwest. She turns back to Halley and asks her what she is doing. Halley holsters her weapon and tries to defend her actions, saying that she thought the only way to learn what the Taelons were up to was to examine one of the transformees. Liam says that he doesn't know how things work out west, but the Resistance works together in Washington. Halley says that she is not going to sit around and wait for them to do something about Second Chances. When Lili castigates her for endangering the lives of innocent people, she becomes defensive and says that she had no plans to kidnap Pearl. She saw an opportunity at the press conference, and she took it.

The physician who examined Pearl calls the Resistance members into his lab to see what he has discovered. There are elevated hormone levels in Pearl's Hippocampus, the component of the brain which stores human memories. Liam asks Lili to remain with Pearl until he returns. The hostile Halley tells him that her people take orders only from her. Liam tells her flatly that she doesn't want to go up against him. She backs off a trifle, but says that she expects to be included in whatever plans he devises. Lili tells Liam that he can trust Halley - most of the time.

Fields confronts Zo'or and asks what is going on, that people who have been transformed are becoming violent. Sandoval cautions Fields to show a little respect to Zo'or. Fields and his partners have invested over two billion dollars invested in the company and they are the wealthiest and most powerful people on earth. Zo'or couldn't care less who Fields' friends are and tells Fields that if he wishes to see real power, he (Zo'or) will be happy to display it. Fields backs down. Zo'or says that Fields does not seem to seem to grasp the basics of human nature. If the public wants this transformation procedure, nothing will stand in their way of getting it. A weapons is brought into the room, and Sandoval explains that it was recovered from the fiasco at the Second Chances press conference. The license number has been traced back to a theft which was believed to have been executed by the Resistance. Zo'or asks about the transformee who fired the weapon and is told that there is no connection between him and the Resistance. He tells Sandoval to find such evidence. Sandoval nods in agreement and informs Fields that he will deal with the press about the shooter's identity. Fields and his friends are to remain silent.

Liam escorts the blindfolded Sam Bell into the location where the Resistance are holding his mother. He removes Sam's blindfold and Sam asks his mother if she is all right. Pearl is fine, but she calls Liam a traitor to the Taelons. He asks her to hear him out, but she refuses to listen. Sam tries to reason with his mother. Liam shows Pearl her brain scan from the previous week and one performed that same day. She notices at once that the two scans are different and asks why. Liam explains that during her transformation, the readings from the memory repository in her brain were dramatically altered. Pearl can't believe that the Taelons would do anything to hurt either her or her son. She does not remember telling Liam at the first interview that she had no use for the Taelons, and she now denies it. Sam confirms Liam's words for his mother. Pearl is shown Sam's hospital records which do indicate that his arrhythmia was treated by a new surgical technique, but also that no Taelons were ever involved. Sam tells his mother that what she remembers so clearly never happened. Pearl is distraught and Liam tells her that the memories were implanted in her brain by the Taelons, and that they are false.

One of the Resistance guards calls Liam and Sam over to the television set. Sandoval and Fields are explaining to a reporter that the fiasco at the conference was an attempt to discredit the Taelons. The transformee who wielded the weapon was a resistance member who was on a suicide mission to destroy the trust between humans and Taelons created by the Second Chances project. Fields confirms that transformations are not being suspended and tells the interviewer that more than a thousand people will be transformed that very evening.

Liam confronts Halley about the transformee being a member of her Resistance cell. Halley denies it vehemently and says that the transformation must have screwed up the transformee's brain, making him fanatical and causing him to flip out. Liam makes an acid comment about spin control and says that the Taelons now have a golden opportunity to drum up hatred of the Resistance and create good will toward the Second Chances project. There will be no more opposition to Second Chances and evidence will have to be adduced that the Taelons are using transformation procedures to plant false memories in the subjects. The logical place to begin searching is the Second Chances complex. Liam asks Halley is she is going with him.

Liam and Halley, dressed in unobtrusive dark clothing and carrying climbing gear, wait Lili to deactivate the security equipment which surrounds the complex. Once the equipment is deactivated they will have only ninety seconds to enter the building.

Lili enters the Second Chances complex and is asked by a security guard to identify herself. She produces her ID and the guard confirms her identity using his computer. When asked what she is doing, Lili explains that there is a search underway for Pearl Bell, and that she needs to interview any personnel that may have had contact with her at the complex. She is given permission to proceed and signals Liam on her global.

Liam and Halley prepare to enter the complex and Liam continues surveillance of the building with his infra red glasses.

Inside the facility, Lili walks down a corridor and enters a vacant office. She sits down at a computer console and disarms the security devices outside the building.

Moving swiftly, Liam and Halley enter the building and use their crossbows to anchor climbing ropes before they ascend to the roof. Once on the roof, they gain cut a hole in a skylight and gain access. With only forty-five seconds left, they drop their equipment to the floor below, descend themselves on ropes and move toward the Second Chances labs.

Liam contacts Lili to tell her that they have entered the building. Lili reactivates the security devices just as the timer is about to go off. He gives Lili their location so that she can disable security functions in that corridor. As Lili begins to disable the security devices, a guard enters the office and asks her what she Lili is doing. She stops and turns off her communication device.

Liam and Halley reach the lab, but Liam cannot reach Lili to tell her to disable security at the entrance to the lab.

Lili tells the guard who discovered her that she is supposed to be interviewing Second Chances personnel about Pearl Bell. The guard at the entrance confirms Lili's story (which was not very convincing). Lili is peering worriedly at the screen on the console which indicates that security is still activated. The guard tells Lili that there is no one there to interview and asks her to follow him. As he turns to leave, Lili surreptitiously deactivates security at the entrance to the lab where Liam and Halley are waiting for her to do so.

Liam and Halley search the lab for "hard" evidence on project Second Chances. When they find a locked room, they sabotage the lock and enter the room. Inside the room is a computer, which Halley boots up, and discovers files containing data on the personal lives of those who have been transformed by project Second Chances along with details on the false memories which have been implanted. She copies the information. Liam discovers the body of the young man who appeared in the first Second Chances television ad. Halley thinks that he was tortured, but Liam reads his hospital chart and discovers that the false memories implanted in his brain were too intense, and that the scientists were trying to reverse the damage. Halley accuses Liam of defending the Taelons, and Liam replies that the dead man was a volunteer, and that if Halley wants to get their planet back, she had better stop making excuses for humanity. Humanity is allowing the Taelons to destroy it, and the only way to win is to stop blaming the Taelons, and start controlling their own destiny.

Liam and Halley start to leave, but are apprehended by a guard and conceal themselves behind a pile of metal drums. The guard enters the room and looks around, noting the damaged lock on its door. He starts to report a break in, but before he can report his location, Liam steps behind him and knocks him out.

At the front desk, the guard calls back up personnel and presses an alarm. Lili moves to the front desk, and asks what is going on. The guard reports that there has been a break in, and that a response team is en route.

Liam and Halley realize that they won't be able to get out of the building and decide to employ their back up plan.

The response team arrives and Lili assumes command, telling them to fan out across the building and to check out "every office, storage room, elevator, basement, bathroom, balcony, attic, and broom closet".

Liam and Halley, dressed in security uniforms like the guards join one of the response teams, but drop out at the first opportunity and begin to follow their escape route. As they go, they encounter a team leader who orders them to proceed to the labs. As they pass by him, he realizes that they are not members of his team and turns toward them, forcing Liam to incapacitate him. As Liam and Halley move swiftly away down the corridor, the team leader calls security, tells them that the intruders are posing as members of a security team, and tells them to seal the building.

Liam and Halley have to turn back to avoid a security team leader, and find themselves at the entrance of the building where there is only one guard on duty. The guard orders Liam to stop, but he has not seen Halley and she delivers a vicious kick to the guard, who begins shooting at them.

Halley is about to shoot the guard when Liam stops her and activates a smoke bomb, throwing it at the guard. The entrance is filled with smoke, and they escape, stealing one of the security vans to make their getaway.

Lili has joined the search and arrives at the front entrance just after Liam and Halley's departure. She is told by the guard that the intruders have stolen a van and have escaped. She berates him for not having left a cover team at the entrance and allowing the culprits to get away. Then she orders the waiting shuttle surveillance team into the air to search for Liam and Halley.

Lili reports the situation on the Second Chances complex to Sandoval. The area around the building was searched from the air, but nothing has been found, and the area had been designated off limits to human employees. The intruders, whoever they were, accessed and took some very confidential Taelon files. After speaking with Lili, Sandoval and Zo'or discuss the situation, and . Sandoval decides that they must take over responsibilities for security at the Second Chances complex. Zo'or is adamant that the stolen files must be recovered before their contents are made public. Sandoval tells Zo'or that the Companion Agents are already searching for the missing files.

As Zo'or and Sandoval are speaking, a news broadcast begins and the announcer reports that what are being referred to as the missing "memory files" have been received at the news service. It is believed that the FDA will be under pressure to ban transformation procedures until the evidence presented by the false memories files can be examined.

At Augur's apartment Liam, who is watching the news broadcast, believes that not enough has been done. The Taelons and the humans who are working with them will find some way of discrediting the evidence which he and Halley have taken. Halley realizes that public desire for the transformation is too high, and that Second Chances will be back on the market very soon. Liam is firm about continuing to fight the Second Chances whenever the project resurfaces. Halley tells Liam that when she learned about his alien heritage she distrusted him. He tells her that she didn't hide her hostility very well. She admits that she didn't try to hide her feelings, but that she was wrong and the Resistance needs Liam. He does not understand the import of her words at first and says the Resistance have already got him. Halley explains that the Resistance need a leader who will inspire them to action, and that she believes Liam is that leader. He tells her he will have to think about it.

At the embassy there is a confrontation between Liam and Da;'an who construes Liam's actions at the Second Chances complex as acts of violence directed at the Taelons. Liam replies that he would characterize the planting of false memories into unsuspecting people as a violent Taelon act directed at humanity. Liam tells Da'an that he does not support acts of violence directed at Taelons or at humanity, but that he will stand with his fellow human beings to strike back at anyone who endangers them. Da'an says that Liam understands better than most, the power of the Taelons, and that armed resistance will only result in a massive human death toll. Liam says that without freedom, humanity may as well be dead. Da'an still believes that Liam represents the future of their two races, but he tells Liam that there is a basic truth which he (Liam) must understand. Da'an is a Taelon, and he will never betray his own species. Liam says that he understands because above all else, he is a human being, and he will never betray his species.

At Augur's apartment Lili reports that a safe haven has been found for Pearl and Sam out west. Halley tells Liam that there is "a hell of a network out there" of committed fighters who are waiting to be led. When Liam comments on her lack of subtlety, she tells him that there is no time for subtlety, and that it is time they reclaimed their home. Liam asks Lili where she stands, and she tells him that he himself is the best choice to lead the Resistance. He tells her that things can't be that simple, and says that the leadership must have been offered to her. Lili replies that in the military sometimes the lines between career and country are crossed, but that these circumstances are different. They must do what is best for the planet, and she truly believes that Liam is the one to lead the fight. Resigned to his new role, Liam says that he will do whatever is necessary. Augur who is working nearby looks up at Liam with a troubled expression.